EX-10.1

Redline - Truist-Main Street Capital Ninth Amendment

Exhibit 10.1

EXECUTION COPY

NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT

AGREEMENT

This NINTH AMENDMENT TO THIRD AMENDED AND RESTATED

CREDIT AGREEMENT, dated as of June 29, 2026 (this “Amendment”), by and among MAIN

STREET CAPITAL CORPORATION, a Maryland corporation (the “Borrower”), solely with

respect to Section 9, the GUARANTORS party hereto, the LENDERS party hereto (the “Lenders”)

and TRUIST BANK, as Administrative Agent (in such capacity, the “Administrative Agent”).

R E C I T A L S:

WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the

lenders party thereto have entered into that certain Third Amended and Restated Credit Agreement

dated as of June 5, 2018 (as amended by that certain First Amendment to Third Amended and

Restated Credit Agreement, dated as of May 28, 2020, that certain Omnibus Amendment No. 1,

dated as of April 7, 2021, that certain Third Amendment to Third Amended and Restated Credit

Agreement, dated as of August 4, 2022, that certain Fourth Amendment to Third Amended and

Restated Credit Agreement, dated as of December 22, 2022, that certain Fifth Amendment to Third

Amended and Restated Credit Agreement, dated as of May 26, 2024, that certain Sixth

Amendment to Third Amended and Restated Credit Agreement, dated as of June 27, 2024, that

certain Seventh Amendment to Third Amended and Restated Credit Agreement, dated as of April

30, 2025, and that certain Eighth Amendment to Third Amended and Restated Credit Agreement,

dated as of March 12, 2026, the “Existing Credit Agreement”, and, as amended by this

Amendment, the “Credit Agreement”). Capitalized terms used in this Amendment that are not

otherwise defined in this Amendment shall have the respective meanings assigned to them in the

Credit Agreement.

WHEREAS, the Borrower has requested that the Administrative Agent and the

Lenders amend the Existing Credit Agreement. Pursuant to and in accordance with Section 9.05

of the Existing Credit Agreement, the Lenders, the Administrative Agent and the Borrower desire

to amend the Existing Credit Agreement upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the Recitals and the mutual promises

contained herein and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Borrower, the Administrative Agent and the Lenders,

intending to be legally bound hereby, agree as follows:

SECTION 1. Recitals. The recitals (the “Recitals”) are incorporated herein by

reference and shall be deemed to be a part of this Amendment.

SECTION 2. Amendment to Existing Credit Agreement. Subject to the

occurrence of the Effective Date (as hereinafter defined), the parties hereto hereby agree that the

Existing Credit Agreement is amended as follows:

(a) The Existing Credit Agreement (excluding the Schedules and Exhibits

thereto) is amended to delete the stricken text (indicated textually in the same manner as the

following example: stricken text) and to add the double-underlined text (indicated textually in the

1760211008 21672061

same manner as the following example: double-underlined text) as set forth in the pages attached

as Exhibit A hereto.

(b)

The Schedules to the Existing Credit Agreement are hereby amended and

restated in their entirety in the form of Exhibit B hereto.

SECTION 3. Reallocation.

(a)

In connection with the increase of the Revolver Commitments of certain

Existing Lenders on the Effective Date, the Borrower shall (i) prepay, or cause to be prepaid, the

Advances (if any) that are outstanding immediately prior to the effectiveness of this Amendment

and (ii) simultaneously borrow new Advances in an amount equal to such prepayment (plus the

amount of any additional borrowings that may have been requested by the Borrower at such time);

provided that with respect to subclauses (i) and (ii), (x) the prepayment to, and borrowing from,

any Lender with a Revolver Commitment under the Existing Credit Agreement immediately prior

to the Effective Date (each, an “Existing Lender”) shall be effected by book entry to the extent that

any portion of the amount prepaid to such Existing Lender will be subsequently borrowed from

such Existing Lender and (y) the Lenders shall make and receive payments among themselves, in

a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Advances

are held ratably by the Lenders in accordance with the respective Revolver Commitments

immediately after giving effect to this Amendment, which, for the purposes of the Credit

Agreement and each other Loan Document, each as amended hereby, will be as set forth opposite

such Person’s name on Schedule 2.01 to the Credit Agreement, as amended hereby.

Notwithstanding anything to the contrary contained in the Credit Agreement, as amended hereby,

the Borrower shall have no liability to any Lender for any amounts that would otherwise be payable

pursuant to Section 8.05 of the Credit Agreement, as amended hereby, as a result of the prepayment

and borrowing on the Effective Date contemplated by this Section 3(a).

(b) Each of the Lenders hereby acknowledges and agrees that (i) no Lender nor

the Administrative Agent has made any representations or warranties or assumed any

responsibility with respect to (A) any statements, warranties or representations made in or in

connection with the Credit Agreement, as amended hereby, or the execution, legality, validity,

enforceability, genuineness or sufficiency of the Credit Agreement, as amended hereby, the

Existing Credit Agreement or any other Loan Document or (B) the financial condition of any Loan

Party or the performance by any Loan Party of its obligations hereunder or under any other Loan

Document; (ii) it has received such information as it has deemed appropriate to make its own credit

analysis and decision to enter into this Amendment; and (iii) it has made and continues to make its

own credit decisions in taking or not taking action under this Amendment, independently and

without reliance upon the Administrative Agent or any other Lender.

SECTION 4. Conditions to Effectiveness. The effectiveness of this Amendment

and the obligations of the Lenders hereunder shall occur on such date (the “Effective Date”) that

the following conditions have been satisfied or waived:

(a)

The Borrower shall have delivered to the Administrative Agent the

following, in form and substance reasonably satisfactory to the Administrative Agent:

1760211008 21672061

(i)

from each party hereto either (A) a counterpart of this Amendment signed

on behalf of such party or (B) written evidence satisfactory to the Administrative Agent

(which may include telecopy or electronic transmission of a signed signature page to this

Amendment) that such party has signed a counterpart of this Amendment;

(ii) a certificate of the Secretary or Assistant Secretary of the Borrower

(1)certifying to and attaching (A) the Borrower’s Organizational Documents, (B) the

Borrower’s Operating Documents and (C) the resolutions adopted by the board of directors

(or similar governing body) of the Borrower approving or consenting to this Amendment,

(2)certifying as to the names, true signatures and incumbency of the officer or

officers of the Borrower, authorized to execute and deliver this Amendment and any

other, agreements, instruments and documents delivered in connection herewith on behalf

of the Borrower, and (c) attaching a certificate of the Secretary of State (or equivalent

body) of the Borrower’s state of organization as to the good standing or existence of the

Borrower;

(iii) an opinion of counsel to the Borrower, dated as of the date hereof, in a form

satisfactory to the Administrative Agent and covering such matters relating to the

transactions contemplated hereby as the Administrative Agent may reasonably request; and

(iv)

such other documents or items that the Administrative Agent, the Lenders

or their counsel may reasonably request.

(b)

The Borrower shall have paid (i) to the Administrative Agent, upon

application with appropriate documentation, all reasonable and documented out-of-pocket costs

and expenses of the Administrative Agent, including reasonable and documented out-of-pocket

fees, charges and disbursements of counsel for the Administrative Agent, incurred in connection

with this Amendment and the transactions contemplated herein, in each case, to the extent required

by and subject to the terms and limitations of Section 9.03 of the Credit Agreement and (ii) to the

Administrative Agent any fees due and owing by the Borrower to the Lenders and Administrative

Agent as of the date hereof.

SECTION 5. No Other Amendment. Except for the amendments set forth in this

Amendment, the text of the Existing Credit Agreement shall remain unchanged and in full force

and effect. On and after the Effective Date, all references to the Credit Agreement in each of the

Loan Documents shall hereafter mean the Existing Credit Agreement as amended by this

Amendment. It is the intention of each of the parties hereto that the Existing Credit Agreement be

amended hereunder so as to preserve the perfection and priority of all Liens securing the

“Obligations” under the Loan Documents and that all “Obligations” of the Borrower under the

Existing Credit Agreement shall continue to be secured by Liens evidenced under the Collateral

Documents, and this Amendment is not intended to effect, nor shall it be construed as, a novation.

The Existing Credit Agreement and this Amendment shall be construed together as a single

agreement. This Amendment shall constitute a Loan Document under the terms of the Credit

Agreement. The Lenders and the Administrative Agent do hereby reserve all of their rights and

remedies against all parties who may be or may hereafter become secondarily liable for the

repayment of the Obligations. The Borrower promises and agrees to perform all of the

requirements, conditions, agreements and obligations under the terms of the Credit Agreement, as

heretofore and hereby amended, and the other Collateral Documents and the other Loan

1760211008 21672061

Documents being hereby ratified and affirmed. The Borrower hereby expressly agrees that the

Credit Agreement, as heretofore and hereby amended, the Collateral Documents and the other

Loan Documents are in full force and effect.

SECTION 6. Representations and Warranties. The Borrower hereby represents

and warrants to the Administrative Agent and each of the Lenders as follows:

(a)

No Default or Event of Default has occurred and is continuing on the date

hereof immediately before giving effect to this Amendment, or shall immediately result therefrom.

(b)

The Borrower has the power and authority to enter into this Amendment

and to do all such acts and things as are required or contemplated hereunder or thereunder to be

done, observed and performed by it.

authorized by all necessary Organizational Action of the Borrower and this Amendment

constitutes a valid and binding agreement of the Borrower enforceable against it in accordance

with its terms, provided that the enforceability hereof is subject in each case to general principles

of equity (regardless of whether such enforceability is considered in a proceeding in equity or at

law) and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights

generally.

(d) The execution and delivery of this Amendment and the performance by the

Borrower hereunder requires no action by or in respect of, or filing with, any Governmental

Authority that has not been obtained or made when required, and do not contravene, or constitute

a default under, any provision of applicable law or regulation or of the Organizational Documents

and Operating Documents of the Borrower or of any agreement, judgment, injunction, order,

decree or other instrument binding upon the Borrower.

(e)

The representations and warranties of the Borrower as set forth in the Loan

Documents, as applicable, are true and correct in all material respects (except those representations

and warranties qualified by materiality or by reference to a material adverse effect, which are true

and correct in all respects) on and as of the date hereof as though made on and as of the date hereof

(unless such representations and warranties specifically refer to a previous day, in which case, they

shall be complete and correct in all material respects (or, with respect to such representations or

warranties qualified by materiality or by reference to a material adverse effect, complete and

correct in all respects) on and as of such previous day).

SECTION 7. Counterparts; Governing Law. This Amendment may be executed

in counterparts (and by different parties hereto in different counterparts), each of which shall

constitute an original, but all of which when taken together shall constitute a single contract.

Delivery of an executed counterpart of a signature page of this Amendment by facsimile shall be

effective as delivery of a manually executed counterpart of this Amendment. The words

“execution,” “signed,” “signature,” and words of like import shall be deemed to include electronic

signatures or the keeping of records in electronic form, each of which shall be of the same legal

effect, validity or enforceability as a manually executed signature or the use of a paper-based

recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,

1760211008 21672061

including the Federal Electronic Signatures in Global and National Commerce Act, the New York

State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform

Electronic Transactions Act. This Amendment shall be construed in accordance with and governed

by the law of the State of New York.

SECTION 8. Amendment. This Amendment may not be amended or modified

without the written consent of the Lenders required under Section 9.05 of the Credit Agreement

and the Administrative Agent.

SECTION 9. Consent by Guarantors. The Guarantors consent to the foregoing

amendments. The Guarantors promise and agree to perform all of the requirements, conditions,

agreements and obligations under the terms of the Existing Credit Agreement, as hereby amended,

the Collateral Documents and the other Loan Documents to which they are party, said Existing

Credit Agreement, as hereby amended, the Collateral Documents and such other Loan Documents

being hereby ratified and affirmed. The Guarantors hereby expressly agree that the Existing Credit

Agreement, as hereby amended, the Collateral Documents and the other Loan Documents are in

full force and effect.

SECTION 10. Severability. In case any one or more of the provisions contained in

this Amendment should be invalid, illegal or unenforceable in any respect, the validity, legality

and enforceability of the remaining provisions contained herein shall not in any way be affected

or impaired thereby and shall be enforced to the greatest extent permitted by law.

SECTION 11. Notices. All notices, requests and other communications to any

party to the Loan Documents, as amended hereby, shall be given in accordance with the terms of

Section 9.01 of the Credit Agreement.

[Remainder of this page intentionally left blank]

1760211008 21672061

IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused

their respective duly authorized officers and representatives to execute and deliver, this

Amendment as of the day and year first above written.

MAIN STREET CAPITAL CORPORATION, as

Borrower

By: /s/ Ryan R. Nelson

Name: Ryan R. Nelson

Title: Chief Financial Officer and Treasurer

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

TRUIST BANK,

as Administrative Agent, as Issuing Bank, as a

Swingline Lender and as a Lender

By: /s/ Hays Wood

Name: Hays Wood

Title: Managing Director

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

THE HUNTINGTON NATIONAL BANK,

as Issuing Bank, as a Swingline Lender and as a

Lender

By: /s/ Greg Williamson

Name: Greg Williamson

Title: Managing Director

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

BANK OZK,

as Issuing Bank, as a Swingline Lender and as a

Lender

By: /s/ Aaron C. Brann

Name: Aaron C. Brann

Title: Managing Director

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

SUMITOMO MITSUI BANKING

CORPORATION,

as a Lender

By: /s/ Brett Austin

Name: Brett Austin

Title: Managing Director

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

FROST BANK,

as a Lender

By: /s/ Jake Fitzpatrick

Name: Jake Fitzpatrick

Title: Senior Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

ROYAL BANK OF CANADA,

as Issuing Bank, as a Swingline Lender and as a

Lender

By: /s/ Lucas Labercane

Name: Lucas Labercane

Title: Authorized Signatory

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

ZIONS BANCORPORATION, N.A. dba

AMEGY BANK,

as a Lender

By: /s/ Cody Biller

Name: Cody Biller

Title: EVP

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

HANCOCK WHITNEY BANK,

as a Lender

By: /s/ Katie Sandoval

Name: Katie Sandoval

Title: Senior Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

TEXAS CAPITAL BANK,

as a Lender

By: /s/ Ben Beugelsdijk

Name: Ben Beugelsdijk

Title: Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

TRUSTMARK BANK,

as a Lender

By: /s/ Anthony Dang

Name: Anthony Dang

Title: Senior Vice President - Corporate Bank

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

BOKF, NA DBA BANK OF TEXAS,

as a Lender

By: /s/ Jonathan M. Meyer

Name: Jonathan M. Meyer

Title: Senior Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

FIFTH THIRD BANK, NATIONAL

ASSOCIATION, as successor by merger with

Comerica Bank,

as a Lender

By: /s/ Lydia Altman

Name: Lydia Altman

Title: Senior Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

FIRST-CITIZENS BANK & TRUST

COMPANY,

as a Lender

By: /s/ George Kwong

Name: George Kwong

Title: Director

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

CITY NATIONAL BANK,

as a Lender

By: /s/ Eric Lo

Name: Eric Lo

Title: Senior Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

RAYMOND JAMES BANK,

as a Lender

By: /s/ Camilo Rincon

Name: Camilo Rincon

Title: Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

WOODFOREST NATIONAL BANK,

as a Lender

By: /s/ Kyle Mathis

Name: Kyle Mathis

Title: Senior Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

FIRST NATIONAL BANK OF

PENNSYLVANIA, as a Lender

By: /s/ Jeffrey R. Smith

Name: Jeffrey R. Smith

Title: Vice President

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

FIRST FINANCIAL BANK,

as a Lender

By: /s/ Matthew J. Sylvia

Name: Matthew J. Sylvia

Title: EVP

[SIGNATURE PAGE TO NINTH AMENDMENT]

1760211008 21672061

Acknowledged and Agreed, solely with respect to

Section 9:

GUARANTORS:

MAIN STREET CAPITAL PARTNERS, LLC

By: /s/ Ryan R. Nelson

Name: Ryan R. Nelson

Title: Chief Financial Officer and Treasurer

MAIN STREET EQUITY INTERESTS, INC.

By: /s/ Ryan R. Nelson

Name: Ryan R. Nelson

Title: Chief Financial Officer and Treasurer

MAIN STREET CA LENDING, LLC

By: /s/ Ryan R. Nelson

Name: Ryan R. Nelson

Title: Chief Financial Officer and Treasurer

1760211008 21672061

EXHIBIT A

Amendments to Existing Credit Agreement

[Attached]

1760211008 21672061

Conformed through EighthNinth Amendment, dated as of March 12June 29, 2026

THIRD AMENDED AND RESTATED

CREDIT AGREEMENT

dated as of

June 5, 2018

and

as amended by the First Amendment to Third Amended and Restated Credit Agreement, dated as

of May 28, 2020, the Omnibus Amendment No. 1, dated as of April 7, 2021, the Third

Amendment to Third Amended and Restated Credit Agreement, dated as of August 4, 2022, the

Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of December

22, 2022, the Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of

May 26, 2024, the Sixth Amendment to Third Amended and Restated Credit Agreement, dated

as of June 27, 2024 and, the Seventh Amendment to Third Amended and Restated Credit

Agreement, dated as of April 30, 2025, the Eighth Amendment to Third Amended and Restated

Credit Agreement, dated as of March 12, 2026 and the Ninth Amendment to Third Amended and

Restated Credit Agreement, dated as of June 29, 2026

among

MAIN STREET CAPITAL CORPORATION

as Borrower,

the Guarantors Party Hereto,

the Lenders Party Hereto

and

TRUIST BANK,

as Administrative Agent

TRUIST SECURITIES, INC.,

as Lead Book Runner

17581681331760230052

TRUIST SECURITIES, INC.,

BANK OZK

ROYAL BANK OF CANADA

THE HUNTINGTON NATIONAL BANK and

SUMITOMO MITSUI BANKING CORPORATION,

as Joint Lead Arrangers

17581681331760230052

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS1

SECTION 1.01.

SECTION 1.02.

SECTION 1.03.

SECTION 1.04.

SECTION 1.05.

SECTION 1.06.

SECTION 1.07.

SECTION 1.08.

Definitions1

Accounting Terms and Determinations6364

Use of Defined Terms6365

Terms Generally6465

Amendment and Restatement of Existing Credit Agreement6465

Divisions6466

Rates6566

Currencies; Currency Equivalents6566

ARTICLE II THE CREDIT6567

SECTION 2.01.

SECTION 2.02.

SECTION 2.03.

SECTION 2.04.

SECTION 2.05.

SECTION 2.06.

SECTION 2.07.

SECTION 2.08.

SECTION 2.09.

SECTION 2.10.

SECTION 2.11.

SECTION 2.12.

SECTION 2.13.

SECTION 2.14.

SECTION 2.15.

SECTION 2.16.

Commitments to Make Advances6567

Method of Borrowing Advances6668

Continuation and Conversion Elections6869

Letters of Credit.6870

Repayments of Advances7475

Interest Rates7577

Fees7879

Optional Termination or Reduction of Commitments7980

Scheduled Termination of Commitments8082

Optional Prepayments8082

Mandatory Prepayments8183

General Provisions as to Payments8486

Computation of Interest and Fees9092

Increase in Commitments9092

Extension Options9395

Reallocation Following a Non-Extended Commitment

Termination Date9395

ARTICLE III CONDITIONS TO BORROWINGS9597

SECTION 3.01.

SECTION 3.02.

17581681331760230052

Conditions to Closing and First Borrowing9597

Conditions to All Credit Extensions9799

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TABLE OF CONTENTS

(continued)

Page

ARTICLE IV REPRESENTATIONS AND WARRANTIES98100

SECTION 4.01.

SECTION 4.02.

Existence and Power98100

Organizational and Governmental Authorization; No

Contravention98101

Binding Effect99101

Financial Information99101

Litigation99101

Compliance with ERISA99102

Payment of Taxes100102

Subsidiaries100102

Investment Company Act, Etc100102

All Consents Required100103

Ownership of Property; Liens100103

No Default101103

[Intentionally Omitted]101103

Environmental Matters101103

Compliance with Laws101104

Capital Securities101104

Margin Stock102104

Insolvency102104

Collateral Documents102104

Labor Matters102105

Patents, Trademarks, Etc103105

Insurance103105

Anti-Terrorism Laws103105

Ownership Structure103105

Reports Accurate; Disclosure.103106

[Intentionally Omitted]104106

Affiliate Transactions104106

Broker’s Fees104106

SECTION 4.03.

SECTION 4.04.

SECTION 4.05.

SECTION 4.06.

SECTION 4.07.

SECTION 4.08.

SECTION 4.09.

SECTION 4.10.

SECTION 4.11.

SECTION 4.12.

SECTION 4.13.

SECTION 4.14.

SECTION 4.15.

SECTION 4.16.

SECTION 4.17.

SECTION 4.18.

SECTION 4.19.

SECTION 4.20.

SECTION 4.21.

SECTION 4.22.

SECTION 4.23.

SECTION 4.24.

SECTION 4.25.

SECTION 4.26.

SECTION 4.27.

SECTION 4.28.

17581681331760230052

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TABLE OF CONTENTS

(continued)

Page

SECTION 4.29.

SECTION 4.30.

SECTION 4.31.

SECTION 4.32.

SECTION 4.33.

SECTION 4.34.

SECTION 4.35.

SECTION 4.36.

SECTION 4.37.

SECTION 4.38.

SECTION 4.39.

Survival of Representations and Warranties, Etc104106

Loans and Investments104107

[Intentionally Omitted]105107

USA Patriot Act; OFAC; Anti-Corruption Laws105107

Material Contract105108

Collateral-Mortgaged Properties106108

Mortgaged Properties106108

Common Enterprise106108

Investment Policies106109

Portfolio Investments106109

Outbound Investment Rules109

ARTICLE V COVENANTS107109

SECTION 5.01.

SECTION 5.02.

SECTION 5.03.

Information107109

Inspection of Property, Books and Records109112

Maintenance of RIC Status and Business Development

Company110112

Minimum Liquidity110112

Minimum Borrower Asset Coverage Ratio110113

Sale/Leasebacks110113

Minimum Consolidated Tangible Net Worth110113

Acquisitions110113

Interest Coverage Ratio110113

Asset Coverage Ratio110113

Loans or Advances110113

Restricted Payments111114

Investments111114

Negative Pledge112115

Maintenance of Existence, etc114117

Dissolution114117

Consolidations, Mergers and Sales of Assets114117

SECTION 5.04.

SECTION 5.05.

SECTION 5.06.

SECTION 5.07.

SECTION 5.08.

SECTION 5.09.

SECTION 5.10.

SECTION 5.11.

SECTION 5.12.

SECTION 5.13.

SECTION 5.14.

SECTION 5.15.

SECTION 5.16.

SECTION 5.17.

17581681331760230052

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TABLE OF CONTENTS

(continued)

Page

SECTION 5.18.

SECTION 5.19.

SECTION 5.20.

SECTION 5.21.

SECTION 5.22.

SECTION 5.23.

SECTION 5.24.

SECTION 5.25.

SECTION 5.26.

SECTION 5.27.

SECTION 5.28.

SECTION 5.29.

SECTION 5.30.

SECTION 5.31.

SECTION 5.32.

SECTION 5.33.

SECTION 5.34.

SECTION 5.35.

SECTION 5.36.

SECTION 5.37.

SECTION 5.38.

SECTION 5.39.

SECTION 5.40.

SECTION 5.41.

SECTION 5.42.

SECTION 5.43.

Use of Proceeds115118

Compliance with Laws; Payment of Taxes116118

Insurance116119

Change in Fiscal Year116119

Maintenance of Property116119

Environmental Notices116119

Environmental Matters116119

Environmental Release117119

[Intentionally Omitted]117120

Transactions with Affiliates117120

Joinder of Subsidiaries117120

No Restrictive Agreement119122

Partnerships and Joint Ventures120123

Additional Debt120123

[Intentionally Omitted]123126

Lines of Business123126

ERISA Exemptions123126

Hedge Transactions123126

[Intentionally Omitted]123126

Compliance with Investment Policies124126

Delivery of Collateral to Collateral Custodian124127

Custody Agreements124127

Prepayment and Amendment of Certain Debt124127

Outbound Investment Rules128

ARTICLE VI DEFAULTS125128

SECTION 6.01.

SECTION 6.02.

SECTION 6.03.

Events of Default125128

Notice of Default129132

[Intentionally Omitted]129132

17581681331760230052

-iv-

TABLE OF CONTENTS

(continued)

Page

SECTION 6.04.

Allocation of Proceeds129133

ARTICLE VII THE ADMINISTRATIVE AGENT131134

SECTION 7.01.

SECTION 7.02.

SECTION 7.03.

SECTION 7.04.

SECTION 7.05.

SECTION 7.06.

SECTION 7.07.

SECTION 7.08.

SECTION 7.09.

SECTION 7.10.

Appointment and Authority131134

Rights as a Lender131134

Exculpatory Provisions131134

Reliance by Administrative Agent132135

Delegation of Duties132136

Resignation of Administrative Agent133136

Non-Reliance on Administrative Agent and Other Lenders 134137

No Other Duties, etc134137

Other Agents134137

Hedging Agreements, Cash Management Services and Bank

Products134137

Administrative Agent May File Proofs of Claim135138

Collateral and Guaranty Matters135138

Erroneous Payments136140

SECTION 7.11.

SECTION 7.12.

SECTION 7.13.

ARTICLE VIII CHANGE IN CIRCUMSTANCES; COMPENSATION139143

SECTION 8.01.

SECTION 8.02.

SECTION 8.03.

SECTION 8.04.

Interest Rate Matters139143

Illegality142146

Increased Cost and Reduced Return143146

Base Rate Advances Substituted for Affected Term Benchmark

Advances144148

Compensation145148

SECTION 8.05.

ARTICLE IX MISCELLANEOUS145149

SECTION 9.01.

SECTION 9.02.

SECTION 9.03.

SECTION 9.04.

Notices Generally145149

No Waivers148151

Expenses; Indemnity; Damage Waiver148152

Setoffs; Sharing of Set-Offs; Application of Payments;

Replacement of Lenders150154

Amendments and Waivers152156

Margin Stock Collateral154158

SECTION 9.05.

SECTION 9.06.

17581681331760230052

-v-

TABLE OF CONTENTS

(continued)

Page

SECTION 9.07.

SECTION 9.08.

SECTION 9.09.

SECTION 9.10.

SECTION 9.11.

SECTION 9.12.

SECTION 9.13.

SECTION 9.14.

SECTION 9.15.

SECTION 9.16.

SECTION 9.17.

SECTION 9.18.

Successors and Assigns155158

Defaulting Lenders159163

Confidentiality162166

Representation by Lenders163167

Obligations Several163167

Survival of Certain Obligations163167

Governing Law163167

Severability163167

Interest163167

Interpretation164167

Counterparts; Integration; Effectiveness; Electronic Execution.164168

Jurisdiction; Waiver of Venue; Service of Process; Waiver of

Jury Trial164168

Independence of Covenants165169

Concerning Certificates165169

Patriot Act Notice166169

No Fiduciary Relationship166170

Acknowledgment and Consent to Bail-In of Affected Financial

Institutions166170

Certain ERISA Matters167170

Acknowledgement Regarding Any Supported QFCs169172

SECTION 9.19.

SECTION 9.20.

SECTION 9.21.

SECTION 9.22.

SECTION 9.23.

SECTION 9.24.

SECTION 9.25.

ARTICLE X GUARANTY170173

SECTION 10.01.

SECTION 10.02.

SECTION 10.03.

SECTION 10.04.

SECTION 10.05.

SECTION 10.06.

SECTION 10.07.

SECTION 10.08.

SECTION 10.09.

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Unconditional Guaranty170173

Obligations Absolute170173

Continuing Obligations; Reinstatement172175

Additional Security, Etc173176

Information Concerning the Borrower173176

Guarantors’ Subordination173176

Waiver of Subrogation174177

Enforcement174177

Miscellaneous174177

-vi-

TABLE OF CONTENTS

(continued)

Page

SECTION 10.10.

SECTION 10.11.

Keepwell174177

Consent and Reaffirmation175178

17581681331760230052

-vii-

Schedules:

Schedule 1.01(a) – Industry Classifications

Schedule 1.01(b) – Mortgaged Property

Schedule 2.01 – Revolver Commitments

Schedule 2.04 – Issuing Bank LC Exposure / Swingline Lender Swingline Exposure

Schedule 4.24 – Subsidiaries of Loan Parties

Schedule 4.27 – Affiliate Transactions

Schedule 4.30 – Loans and Investments

Schedule 4.33 – Material Contracts

Schedule 5.14 – Existing Liens

Exhibits:

Exhibit A – Form of Notice of Borrowing

Exhibit B-1 – Form of Revolver Note

Exhibit B-2 – Form of Swing Advance Note

Exhibit C – Form of Notice of Continuation or Conversion

Exhibit D – Form of Borrowing Base Certification Report

Exhibit E – Form of Control Agreement Notice re Amendment and Restatement of Credit

Agreement

Exhibit F – Form of Compliance Certificate

Exhibit G – Form of Joinder and Reaffirmation Agreement

Exhibit H – Form of Assignment and Assumption

Exhibit I – Form of Designation Notice

Exhibit J-1 – Form of U.S. Tax Compliance Certificate

Exhibit J-2 – Form of U.S. Tax Compliance Certificate

Exhibit J-3 – Form of U.S. Tax Compliance Certificate

Exhibit J-4 – Form of U.S. Tax Compliance Certificate

-viii-

17581681331760230052

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of June

5, 2018, as amended by the First Amendment to Third Amended and Restated Credit Agreement,

dated as of May 28, 2020, the Omnibus Amendment No. 1, dated as of April 7, 2021, the Third

Amendment to Third Amended and Restated Credit Agreement dated as of August 4, 2022, the

Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of December 22,

2022, the Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of May

26, 2024, the Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of

June 27, 2024 and, the Seventh Amendment to Third Amended and Restated Credit Agreement,

dated as of April 30, 2025, the Eighth Amendment to Third Amended and Restated Credit

Agreement, dated as of March 12, 2026 and the Ninth Amendment to Third Amended and Restated

Credit Agreement, dated as of June 29, 2026, among MAIN STREET CAPITAL

CORPORATION, a Maryland corporation, as borrower, the GUARANTORS party hereto, as

guarantors, the LENDERS party hereto and TRUIST BANK, as Administrative Agent.

RECITALS

Certain of the parties hereto are parties to a Second Amended and Restated Credit

Agreement dated as of September 27, 2013 by and among the Borrower, the Guarantors party

thereto, Truist Bank (as successor by merger to Branch Banking and Trust Company), as

Administrative Agent and Swingline Lender, and the Lenders party thereto (as amended, the

“Existing Credit Agreement”), and certain other Loan Documents entered into in connection with

(and as defined in) the Existing Credit Agreement (collectively with the Existing Credit

Agreement, as amended, the “Existing Loan Documents”), pursuant to which the Lenders party

thereto provided credit facilities to the Borrower.

The parties wish to enter into this Agreement and the Loan Documents to provide

credit facilities to the Borrower, which shall amend, restate, replace and supersede (but not cause

a novation of) the Existing Credit Agreement and the other Existing Loan Documents and which

hereinafter shall govern the terms and conditions under which the Lenders shall provide senior

revolving credit facilities to the Borrower.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants

contained herein, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.

Definitions. The terms as defined in this Section 1.01 shall, for all

purposes of this Agreement and any amendment hereto (except as otherwise expressly provided

or unless the context otherwise requires), have the meanings set forth herein:

“Acquisition” means any transaction or series of related transactions (other than a Portfolio

Investment) for the purpose of, or resulting in, directly or indirectly, (a) the acquisition by the

17581681331760230052

Borrower or any Subsidiary of all or substantially all of the assets of a Person (other than a

Subsidiary) or of any business or division of a Person (other than a Subsidiary), (b) the acquisition

by the Borrower or any Subsidiary of more than 50% of any class of Voting Stock (or similar

ownership interests) of any Person (provided that formation or organization of any Wholly Owned

Subsidiary shall not constitute an “Acquisition” to the extent that the amount of the Investment in

such entity is permitted under Sections 5.08 and 5.12), or (c) a merger, consolidation,

amalgamation or other combination by the Borrower or any Subsidiary with another Person (other

than a Subsidiary) if the Borrower or such Subsidiary is the surviving entity; provided that in any

merger involving the Borrower, the Borrower must be the surviving entity.

“Additional Lender” has the meaning set forth in Section 2.14(a).

“Adjusted Borrowing Base” means, as of any date of determination, the Borrowing Base

minus the aggregate amount of Cash and Cash Equivalents included in the Portfolio Investments

held by the Loan Parties as of such date (provided that Cash Collateral for outstanding Letters of

Credit shall not be treated as a portion of the Portfolio Investments).

“Adjusted Debt Balance” means, as of any date of determination, the Revolving Credit

Exposure as of such date minus the aggregate amount of Cash and Cash Equivalents included in

the Portfolio Investments held by the Loan Parties as of such date (provided that Cash Collateral

for outstanding Letters of Credit shall not be treated as a portion of the Portfolio Investments).

“Administrative Agent” means Truist, in its capacity as administrative agent for the

Lenders, and its successors and permitted assigns in such capacity.

“Administrative Agent’s Account” means the account designated by the Administrative

Agent in a notice to the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied

by the Administrative Agent.

“Advance Rate” means, as to any Eligible Investment and subject to adjustment as

provided in the definition of Borrowing Base, the following percentages with respect to such

Eligible Investment:

Portfolio Investment

Advance

Rate

Cash and Cash Equivalents

100%

Eligible Quoted Senior Bank Loan Investments

80%

Eligible Investment Grade Debt Securities

80%

Eligible Core Portfolio Investments

70%

17581681331760230052

Eligible Unquoted Senior Bank Loan

Investments and Eligible Non-Investment

Grade Debt Securities

65%

“Advances” means collectively the Revolver Advances and the Swing Advances.

“Advance” means any one of such Advances, as the context may require.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK

Financial Institution.

“Affiliate” of any Person at any time means (i) any other Person which directly, or

indirectly through one or more intermediaries, controls such Person at such time, (ii) any other

Person which directly, or indirectly through one or more intermediaries, is controlled by or is under

common control with such Person at such time, or (iii) any other Person of which such Person

owns, directly or indirectly, 10% or more of the common stock or equivalent equity interests at

such time. As used herein, the term “control” means possession, directly or indirectly, of the power

to direct or cause the direction of the management or policies of a Person, whether through the

ownership of voting securities, by contract or otherwise; provided, however, “control” shall not

include “negative” control or “blocking” rights whereby action cannot be taken without the vote

or consent of any Person. Notwithstanding the foregoing, the term “Affiliate” shall not include

any Person that is an “Affiliate” solely by reason of the Borrower or any Subsidiary’s investment

therein in connection with a Portfolio Investment in the ordinary course of business and consistent

with the Investment Policies.

“Agreement” means this Third Amended and Restated Credit Agreement, together with all

amendments and supplements hereto.

“Applicable Laws” means all international, foreign, Federal, state and local statutes,

treaties, rules, guidelines, regulations, ordinances, codes, executive orders, and administrative or

judicial precedents or authorities, including the interpretation or administration thereof by any

Governmental Authority charged with the enforcement, interpretation or administration thereof,

and all applicable administrative orders, directed duties, requests, licenses, authorizations and

permits of, and agreements with, any Governmental Authority, in each case whether or not having

the force of law.

“Applicable Margin” has the meaning set forth in Section 2.06(a).

“Applicable Percentage” means with respect to any Lender, the percentage of the total

Revolver Commitments represented by such Lender’s Revolver Commitment. If the Revolver

Commitments have terminated or expired, the Applicable Percentages shall be determined based

upon the Revolver Commitments most recently in effect, giving effect to any assignments.

Notwithstanding anything herein to the contrary, after the Non-Extended Commitment

Termination Date for any Non-Extending Lender, the Applicable Percentage of such Non-

Extending Lender shall be 0%.

17581681331760230052

“Approved Dealer” means a broker-dealer acceptable to the Administrative Agent in its

sole discretion. The Administrative Agent acknowledges and agrees that the following broker-

dealers are acceptable as Approved Dealers: Credit Suisse Group AG, Bank of America, Wells

Fargo & Company, Citigroup, Inc., Goldman Sachs & Co., Deutsche Bank AG, UBS AG, Toronto

Dominion Bank, Jefferies Group, Inc., Macquarie Group, Ltd., Barclays PLC, Royal Bank of

Scotland, Bank of New York, Royal Bank of Canada, JP Morgan Chase & Co. and Morgan

Stanley.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an

Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a

Lender.

“Approved Pricing Service” means a pricing or quotation service acceptable to the

Administrative Agent in its sole discretion. The Administrative Agent acknowledges and agrees

that the following pricing and quotation services are acceptable as an Approved Pricing Service:

(i) Markit; (ii) Loan Pricing Corporation (LPC); (iii) LoanX, Inc.; and (iv) IDC.

“Approved Third-Party Appraiser” means any independent nationally recognized third-

party appraisal firm engaged by the Borrower or the Administrative Agent, as applicable, as part

of its valuation procedures and reasonably acceptable to the Administrative Agent and the

Borrower, including Deloitte Financial Advisory Services LLP, Duff & Phelps LLC, Houlihan

Lokey Howard & Zukin Capital, Inc., Murray, Devine and Company, Lincoln International LLC,

Valuation Research Corporation or any other third-party appraisal firm mutually agreed to between

the Borrower and the Administrative Agent.

“Asset Coverage Ratio” means, on a consolidated basis for Borrower and its Consolidated

Subsidiaries, the ratio which the value of total assets, less all liabilities and indebtedness not

represented by Senior Securities, bears to the aggregate amount of Senior Securities representing

indebtedness of the Borrower and its Consolidated Subsidiaries (all as determined pursuant to the

Investment Company Act and any no-action letters or orders of the SEC issued to or with respect

to the Borrower or generally to business development companies thereunder, including, without

limitation any exemptive relief granted by the SEC with respect to the Debt of any joint venture,

SPV Subsidiary or SBIC Entity or otherwise (including, for the avoidance of doubt, any exclusion

of such Debt in the foregoing calculation)).

“Assignment and Assumption” means an assignment and assumption entered into by a

Lender and an Eligible Assignee (with the consent of any party whose consent is required by

Section 9.07), and accepted by the Administrative Agent, in substantially the form of Exhibit H or

any other form approved by the Administrative Agent and the Borrower.

“Assignment of Mortgage” means, as to each Portfolio Investment secured by an interest

in real property, one or more assignments, notices of transfer or equivalent instruments, each in

recordable form and sufficient under the laws of the relevant jurisdiction to reflect the transfer of

the related mortgage, deed of trust, security deed or similar security instrument and all other

documents related to such Portfolio Investment and, to the extent requested by the Administrative

Agent, to grant a perfected lien thereon by the Borrower in favor of the Administrative Agent on

17581681331760230052

behalf of the Secured Parties, each such Assignment of Mortgage to be in form and substance

acceptable to the Administrative Agent.

“Availability” means, on any date of determination, the amount, if any, by which the lesser

of (a) the Borrowing Base and (b) the aggregate Revolver Commitments of all Lenders at such

time exceeds the principal amount of all Advances outstanding at such time.

“Available Liquidity” means one or more of the following: Unrestricted Assets,

Availability or available borrowing capacity under an effective commitment letter or other written

agreement to refinance the applicable Debt.

“Available Tenor” means, as of any date of determination and with respect to the then-

current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such

Benchmark (or component thereof) that is or may be used for determining the length of an interest

period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with

reference to such Benchmark (or component thereof) that is or may be used for determining any

frequency of making payments of interest calculated with reference to such Benchmark pursuant

to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any

tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant

to clause (v) of Section 8.01(b).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the

applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing

Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European

Union, the implementing law, regulation, rule or requirement for such EEA Member Country from

time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the

United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time)

and any other law, regulation or rule applicable in the United Kingdom relating to the resolution

of unsound or failing banks, investment firms or other financial institutions or their affiliates (other

than through liquidation, administration or other insolvency proceedings).

“Bailee Agreement” means an agreement in form and substance reasonably acceptable to

the Administrative Agent and executed by a Person (other than an Obligor, a Loan Party or any of

their respective Affiliates) that is in possession of any Collateral pursuant to which such Person

acknowledges the Lien of the Administrative Agent for the benefit of the Secured Parties.

“Bank Products” means any: (1) Hedging Agreements; and (2) other services or facilities

provided to any Loan Party by Truist or any Lender that provides the initial funding of any

Revolver Commitment on the Omnibus Amendment Effective Date, any Person that becomes a

Lender pursuant to an amendment to this Agreement and provides a Revolving Commitment on

the effective date of such amendment or any Additional Lender that provides a Revolving

Commitment on any Commitment Increase Date (but not any assignee of any of the foregoing

Lenders) or any of their respective Affiliates, in each case solely until such Person has assigned

all of its interests under this Agreement (each, in such capacity, a “Bank Product Bank”) (but

17581681331760230052

excluding Cash Management Services) with respect to (a) credit cards, (b) purchase cards, (c)

merchant services constituting a line of credit, and (d) leasing.

“Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C.

§§101, et. seq.), as amended from time to time.

“Base Rate” means for any Base Rate Advance for any day, the rate per annum equal to

the highest as of such day of (i) the Prime Rate, (ii) one-half of one percent (0.5%) above the

Federal Funds Rate, (iii) the rate per annum equal to (x) the greater of (1) Term SOFR for an

interest period of one (1) month and (2) zero plus (y) 1.00%, and (iv) zero. For purposes of

determining the Base Rate for any day, changes in the Prime Rate or the Federal Funds Rate shall

be effective on the date of each such change.

“Base Rate Advance” means, with respect to any Advance, such Advance when such

Advance bears or is to bear interest at a rate based upon the Base Rate.

“Base Rate Term SOFR Determination Day” has the meaning set forth in the definition of

“Term SOFR”.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a

Benchmark Transition Event and its related Benchmark Replacement Date has occurred with

respect to the Term SOFR Reference Rate, then “Benchmark” shall mean the applicable

Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior

benchmark rate pursuant to clause (ii) of Section 8.01(b).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event for

any then-current Benchmark, the first alternative set forth in the order below that can be determined

by the Administrative Agent for the applicable Benchmark Replacement Date; provided, that,

other than in the case of the Term SOFR Reference Rate, such alternative shall be the alternative

set forth in clause (2) below:

(1)the sum of: (a) Daily Simple SOFR and (b) 0.10%; and

(2)the sum of: (a) the alternate benchmark rate that has been selected by the

Administrative Agent and the Borrower as the replacement for the then-current

Benchmark giving due consideration to (i) any selection or recommendation of

a replacement benchmark rate or the mechanism for determining such a rate by

the Relevant Governmental Body or (ii) any evolving or then-prevailing market

convention for determining a benchmark rate as a replacement for the then-

current Benchmark for U.S. dollar-denominated syndicated credit facilities at

such time and (b) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less

than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of

this Agreement and the other Loan Documents.

17581681331760230052

“Benchmark Replacement Adjustment” means, with respect to any replacement of the

then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest

Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the

spread adjustment, or method for calculating or determining such spread adjustment (which may

be a positive or negative value or zero) that has been selected by the Administrative Agent and the

Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment,

or method for calculating or determining such spread adjustment, for the replacement of such

Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant

Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-

prevailing market convention for determining a spread adjustment, or method for calculating or

determining such spread adjustment, for the replacement of such Benchmark with the applicable

Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities;

“Benchmark Replacement Date” means (x) with respect to any Benchmark (other than the

Term SOFR Reference Rate), the earliest to occur of the following events with respect to such

then-current Benchmark and (y) with respect to the Term SOFR Reference Rate, a date and time

determined by the Administrative Agent in its reasonable discretion, which date shall be no later

than the earliest to occur of the following events with respect to such then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the

later of (a) the date of the public statement or publication of information referenced therein; and

(b) the date on which the administrator of such Benchmark (or the published component used in

the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such

Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first

date on which such Benchmark (or the published component used in the calculation thereof) has

been determined and announced by the regulatory supervisor for the administrator of such

Benchmark (or such component thereof) to be non-representative; provided that such non-

representativeness will be determined by reference to the most recent statement or publication

referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such

component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have

occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the

applicable event or events set forth therein with respect to all then-current Available Tenors of

such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following

events with respect to the then-current Benchmark:

(1)

a public statement or publication of information by or on behalf of the administrator

of such Benchmark (or the published component used in the calculation thereof) announcing that

such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or

such component thereof), permanently or indefinitely, provided that, at the time of such statement

17581681331760230052

or publication, there is no successor administrator that will continue to provide any Available

Tenor of such Benchmark (or such component thereof);

(2)

a public statement or publication of information by the regulatory supervisor for

the administrator of such Benchmark (or the published component used in the calculation thereof),

including the Federal Reserve Board or the Federal Reserve Bank of New York, as applicable, an

insolvency official with jurisdiction over the administrator for such Benchmark (or such

component), a resolution authority with jurisdiction over the administrator for such Benchmark

(or such component) or a court or an entity with similar insolvency or resolution authority over the

administrator for such Benchmark (or such component), which states that the administrator of such

Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such

Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of

such statement or publication, there is no successor administrator that will continue to provide any

Available Tenor of such Benchmark (or such component thereof); or

(3)

a public statement or publication of information by the regulatory supervisor for

the administrator of such Benchmark (or the published component used in the calculation thereof)

announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or

as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred

with respect to any Benchmark if a public statement or publication of information set forth above

has occurred with respect to each then-current Available Tenor of such Benchmark (or the

published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any then-current Benchmark,

the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if,

at such time, no Benchmark Replacement has replaced such then-current Benchmark for all

purposes hereunder and under any other Loan Document in accordance with Section 8.01(b) and

(y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark

for all purposes hereunder and under any other Loan Document in accordance with Section 8.01(b).

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is

subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code that is subject to

Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section

3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any

such “employee benefit plan” or “plan”.

“Borrower” means Main Street Capital Corporation, a Maryland corporation, and its

successors and its permitted assigns.

“Borrower Asset Coverage Ratio” means the ratio, determined on a consolidated basis for

the Loan Parties, without duplication, of (a) Total Assets minus Total Assets Concentration

Limitation to (b) Total Secured Debt.

17581681331760230052

“Borrowing” means a borrowing hereunder consisting of Revolver Advances made to the

Borrower pursuant to Article II at the same time by all of the Lenders for which the Non-Extended

Final Maturity Date shall not have occurred. A Borrowing is a “Base Rate Borrowing” if such

Advances are Base Rate Advances. A Borrowing is a “Term Benchmark Borrowing” if such

Advances are Term Benchmark Advances.

A Borrowing is a “Tranche Term Benchmark

Borrowing” if such Advances are Tranche Term Benchmark Advances. A Borrowing is an “Index

Term Benchmark Borrowing” if such Advances are Index Term Benchmark Advances.

“Borrowing Base” means, based on the most recent Borrowing Base Certification Report

which as of the date of a determination of the Borrowing Base has been received by the

Administrative Agent, the sum of the applicable Advance Rates of the Value of each Eligible

Investment identified in the definition of “Advance Rate” in this Section 1.01 (including Pre-

Positioned Investments); provided, however, that:

(a) in no event shall more than 50% of the aggregate value of the Borrowing

Base consist of Eligible Non-Investment Grade Debt Securities and Eligible Unquoted

Senior Bank Loan Investments (in each case after giving effect to Advance Rates);

(b) in no event shall more than 15% of the aggregate value of the Borrowing

Base consist of debtor-in-possession Investments (in each case after giving effect to

Advance Rates);

(c)

for purposes of calculating the Borrowing Base, no single Portfolio

Investment shall be included in the Borrowing Base at a Value in excess of (i) $75,000,000,

if the total number of Portfolio Investments is fewer than 45 or the Borrowing Base is less

than $450,000,000 (for purposes of calculating the $450,000,000 test no single Portfolio

Investment shall be Valued at greater than $87,500,000); or (ii) $100,000,000, if the total

number of Portfolio Investments is 45 or more and the Borrowing Base is greater than or

equal to $450,000,000 (for purposes of calculating the $450,000,000 test no single

Portfolio Investment shall be Valued at greater than $87,500,000); notwithstanding the

foregoing, no more than 40 Portfolio Investments shall be included in the Borrowing Base

at a Value greater than $40,000,000 at any time for purposes of this calculation;

(d)

in no event shall there be fewer than twelve (12) Core Portfolio Investments

in the Borrowing Base;

(e)

all filings and other actions required to perfect the first-priority security

interest (subject to Permitted Liens) of the Administrative Agent on behalf of the Secured

Parties in the Portfolio Investments comprising the Borrowing Base have been made or

taken (and any Portfolio Investment for which all perfection steps have not been completed,

including securities perfected by possession that have not yet been delivered to the

Collateral Custodian or a bailee that has delivered a valid, binding and effective Bailee

Agreement to the Administrative Agent in accordance with Section 5.40, shall be excluded

from the Borrowing Base until such completion);

17581681331760230052

(f)

in no event shall more than 10% of the aggregate value of the Borrowing

Base consist of Investments in which, in each case, the Primary Obligor is organized under

the laws of, or maintains its chief executive office in, Canada or any province thereof or

any Participating Member State (after giving effect to Advance Rates); and

(g) (i) in no event shall more than 10% of the aggregate value of the Borrowing

Base consist of Investments in which the Obligor’s primary business is in the gaming

industry (after giving effect to Advance Rates), (ii) in no event shall more than 10% of the

aggregate value of the Borrowing Base consist of Investments in which the Obligor’s

primary business is in the bio tech industry (after giving effect to Advance Rates), (iii) in

no event shall more than 10% of the aggregate value of the Borrowing Base consist of

Investments in which the Obligor’s primary business is in the oil or gas exploration

industry (after giving effect to Advance Rates), (iv) in no event shall more than 15% of the

aggregate value of the Borrowing Base consist of Investments in which the Obligor’s

primary business is in the gaming industry, in the bio tech industry or in the oil or gas

exploration industry (after giving effect to Advance Rates) and (v) in no event shall more

than 25% (or 30% with prior written notice to the Administrative Agent) of the aggregate

value of the Borrowing Base consist of Investments in any single industry set forth on

Schedule 1.01(a) – Industry Classifications.

For the avoidance of doubt, (x) to avoid double counting of the portfolio limitations

set forth in clauses (a)-(g) above, any reduction specified above shall be without

duplication of any other such reduction and (y) to the extent the Borrowing Base is required

to be reduced to comply with any of the portfolio limitations specified above, the Borrower

shall be permitted to choose the Portfolio Investments, or portions of such Portfolio

Investments, to be excluded from the Borrowing Base to effect such reduction. For

purposes of determining the portfolio limitations above, (1) issuers that are in a

consolidated group of corporations or other entities (a “Consolidated Group”) shall be

treated as a single issuer and (2) the Administrative Agent in its sole discretion may

approve issuers of Investments that are in a Consolidated Group to be treated as separate

issuers. Investments that are not adequately correlated with risk of other investments in

that industry may be assigned by the Borrower to an industry that is more closely correlated

to such Investment. In the absence of any correlation, the Borrower shall be permitted,

upon prior notice to the Administrative Agent (for the distribution to each Lender), to create

up to three additional industries that are not set forth on Schedule 1.01(a) – Industry

Classifications.

“Borrowing Base Certification Report” means a report in the form attached hereto as

Exhibit D, and otherwise satisfactory to the Administrative Agent, certified by the chief financial

officer or other authorized officer of the Borrower regarding the Eligible Investments, and

including or attaching a list of all Portfolio Investments included in the Borrowing Base and the

most recent Value (and the source of determination of the Value) for each.

“Business Day” means any day except a Saturday, Sunday or other day on which

commercial banks in New York are authorized or required by law to close; provided that (a) when

used in relation to Term Benchmark Loans or any interest rate settings, fundings, disbursements,

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settlements or payments of any such Term Benchmark Loan, the term “Business Day” shall also

exclude any day that is not a Term Benchmark Banking Day.

“Calculation Amount” shall be equal to, as of the end of any Testing Quarter, the greater

of: (i) the amount equal to (y) 125% of the Adjusted Debt Balance (as of the end of such Testing

Quarter) minus (z) the sum of the Values of all Quoted Investments included in the Borrowing

Base (as of the end of such Testing Quarter) and (ii) 10% of the aggregate Value of all Unquoted

Investments included in the Borrowing Base (as of the end of such Testing Quarter); provided,

however, in no event shall more than 25% (or, if clause (ii) applies, 10%, or as near thereto as

reasonably practicable) of the aggregate Value of the Unquoted Investments in the Borrowing Base

be tested in respect of any applicable Testing Quarter.

“Canadian Dollars” means the lawful money of Canada.

“Capital Securities” means, with respect to any Person, any and all shares, interests

(including membership interests and partnership interests), participations or other equivalents

(however designated, whether voting or non-voting) of such Person’s capital (including any

instruments convertible into equity).

“Cash” means money, currency or a credit balance in any demand or deposit account with

a United States federal or state chartered commercial bank of recognized standing having capital

and surplus in excess of $500 million, so long as such bank has not been a Defaulting Lender for

more than three (3) business days after notice to Borrower (which notice may be given by

telephone or e-mail), which bank or its holding company has a short-term commercial paper rating

of: (a) at least A-1 or the equivalent by S&P or at least P-1 or the equivalent by Moody’s, or (b) at

least A-2 or the equivalent by S&P or at least P-2 or the equivalent by Moody’s (or, in the case of

a current Lender only, if not rated by S&P or Moody’s, such Lender is rated by another rating

agency acceptable to the Administrative Agent and such Lender’s rating by such rating agency is

not lower than its rating by such rating agency on the Omnibus Amendment Effective Date) and

(i) all amounts and assets credited to such account are directly and fully guaranteed or insured by

the United States of America or any agency thereof (provided that the full faith and credit of the

United States is pledged in support thereof) or (ii) such bank is otherwise acceptable at all times

and from time to time to the Administrative Agent in its sole discretion. The Administrative Agent

acknowledges that, on the Omnibus Amendment Effective Date, each current Lender hereunder is

an acceptable bank within the meaning of clause (b)(ii) of this definition.

“Cash Collateralize” means, in respect of a Letter of Credit or any obligation hereunder, to

provide and pledge cash collateral pursuant to Section 2.04(k), at a location and pursuant to

documentation in form and substance reasonably satisfactory to Administrative Agent and the

applicable Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and

shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured

by the United States of America or any agency thereof (provided that the full faith and credit of

the United States is pledged in support thereof) with maturities of not more than one year from the

date acquired; (b) time deposits and certificates of deposit with maturities of not more than one (1)

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year from the date acquired issued by a United States federal or state chartered commercial bank

of recognized standing having capital and surplus in excess of $500 million, and which bank or its

holding company has a short-term commercial paper rating of at least A-1 or the equivalent by

S&P or at least P-1 or the equivalent by Moody’s; and (c) investments in money market funds (i)

which mature not more than ninety (90) days from the date acquired and are payable on demand,

(ii) with respect to which there has been no failure to honor a request for withdrawal, (iii) which

are registered under the Investment Company Act, (iv) which have net assets of at least

$500,000,000 and (v) which maintain a stable share price of not less than One Dollar ($1.00) per

share and are either (A) directly and fully guaranteed or insured by the United States of America

or any agency thereof (provided that the full faith and credit of the United States is pledged in

support thereof) or (B) maintain a rating of at least A-2 or better by S&P and are maintained with

an investment fund manager that is otherwise acceptable at all times and from time to time to the

Administrative Agent in its sole discretion; provided that, notwithstanding the foregoing, no asset,

agreement, or investment maintained or entered into with, or issued, guaranteed by, or

administered by a Lender that has been a Defaulting Lender for more than three (3) business days

after notice to Borrower (which notice may be given by telephone or e-mail) shall be a “Cash

Equivalent” hereunder. The Administrative Agent acknowledges that, on the Omnibus

Amendment Effective Date, Fidelity Investments is an acceptable investment fund manager within

the meaning of the foregoing clause (B).

“Cash Management Services” means any one or more of the following types of services or

facilities provided to any Loan Party by Truist or any Lender that provides the initial funding of

any Revolver Commitment on the Omnibus Amendment Effective Date, any Person that becomes

a Lender pursuant to an amendment to this Agreement and provides a Revolving Commitment on

the effective date of such amendment or any Additional Lender that provides a Revolving

Commitment on any Commitment Increase Date (but not any assignee of any of the foregoing

Lenders) or any of their respective Affiliates, in each case solely until such Person has assigned

all of its interests under this Agreement (each, in such capacity, a “Cash Management Bank”): (a)

ACH transactions, (b) cash management services, including, without limitation, controlled

disbursement services, treasury, depository, overdraft, and electronic funds transfer services, (c)

foreign exchange facilities, (d) credit or debit cards, and (e) merchant services not constituting a

Bank Product.

“CERCLA” means the Comprehensive Environmental Response Compensation and

Liability Act, 42 U.S.C. §9601 et seq. and its implementing regulations and amendments.

“Change in Control” means the occurrence after the Omnibus Amendment Effective Date

of any of the following: (i) any Person or two or more Persons acting in concert (excluding the

Persons that are officers and directors of the Borrower on the Omnibus Amendment Effective

Date) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEC

under the Securities Exchange Act of 1934) of 35% or more of the outstanding shares of the voting

stock of the Borrower; or (ii) as of any date a majority of the board of directors of the Borrower

consists of individuals who were not either (A) directors of the Borrower as of the corresponding

date of the previous year, (B) selected or nominated to become directors by the board of directors

of the Borrower of which a majority consisted of individuals described in clause (A), or (C)

17581681331760230052

selected or nominated to become directors by the board of directors of the Borrower of which a

majority consisted of individuals described in clause (A) and individuals described in clause (B).

“Change in Law” means the occurrence, after the Omnibus Amendment Effective Date (or

with respect to a Person becoming a Lender by assignment or joinder after the Omnibus

Amendment Effective Date, the effective date thereof), of any of the following: (a) the adoption

or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or

treaty or in the administration, interpretation, implementation or application thereof by any

Governmental Authority or (c) the making or issuance of any request, rule, requirement, guideline

or directive (whether or not having the force of law) by any Governmental Authority; provided

that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and

Consumer Protection Act and all requests, rules, requirements, guidelines or directives thereunder

or issued in connection therewith or in implementation thereof and (y) all requests, rules,

requirements, guidelines or directives promulgated by the Bank for International Settlements, the

Basel Committee on Banking Supervision (or any successor or similar authority) or the United

States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be

deemed to be a “Change in Law”, regardless of the date enacted, adopted, implemented or issued.

“Class”, which used in reference to any Lender, refers to whether such Lender is an

Extending Lender or a Non-Extending Lender (and, with respect to Non-Extending Lenders, each

group of Non-Extending Lenders with the same Final Maturity Date shall be treated as its own

Class).

“Closing Certificate” has the meaning set forth in Section 3.01(d).

“Closing Date” means June 5, 2018.

“Code” means the Internal Revenue Code of 1986, as amended, or any successor Federal

tax code. Any reference to any provision of the Code shall also be deemed to be a reference to

any successor provision or provisions thereof.

“Collateral” means collectively the Collateral (as defined in the Security Agreement), the

Collateral (as defined in the Pledge Agreement) and any other asset of a Loan Party in which a

Lien has been granted in favor of the Administrative Agent pursuant to a Collateral Document.

For the avoidance of doubt, “Collateral” shall not include equity interest in MSC.

“Collateral Coverage Test” has the meaning set forth in Section 2.06(a).

“Collateral Custodian” means any and each of (i) Truist, in its capacity as Collateral

Custodian under the Custodial Agreement to which it is a party, together with its successors and

permitted assigns and (ii) any other Person acting as a collateral custodian with respect to any

Collateral under any Custodial Agreement entered into in accordance with the terms of this

Agreement.

Notwithstanding the foregoing, the Collateral Custodian shall at all times be

satisfactory to the Administrative Agent, in its reasonable discretion.

“Collateral Documents” means, collectively, the Security Agreement, the Pledge

Agreement, and all other agreements (including control agreements), instruments and other

17581681331760230052

documents, whether now existing or hereafter in effect, pursuant to which the Borrower or any

Subsidiary shall grant or convey (or shall have granted or conveyed) to the Secured Parties a Lien

in, or any other Person shall acknowledge any such Lien in, property as security for all or any

portion of the Obligations, as any of them may be amended, modified or supplemented from time

to time.

“Combined Debt Amount” means, as of any date, the aggregate Revolver Commitments as

of such date (or, if greater, the Revolving Credit Exposures of all Lenders as of such date).

“Commitment Increase” has the meaning set forth in Section 2.14(a).

“Commitment Increase Date” has the meaning set forth in Section 2.14(c).

“Commitment Termination Date” means the Extended Commitment Termination Date or

the Non-Extended Commitment Termination Date, as applicable.

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et

seq.), as amended from time to time, and any successor statute.

“Compliance Certificate” has the meaning set forth in Section 5.01(c).

“Conforming Changes” means with respect to either the use or administration of Term

SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any

technical, administrative or operational changes (including changes to the definition of “Term

Benchmark Rate”, the definition of “Base Rate”, the definition of “Business Day”, the definition

of “Term Benchmark Banking Day”, the definition of “Interest Period”, the definition of or any

similar or analogous definition, timing and frequency of determining rates and making payments

of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the

applicability and length of lookback periods, the applicability of Section 8.05 and other technical,

administrative or operational matters) that the Administrative Agent decides in its reasonable

discretion may be appropriate or reflect the adoption and implementation of any such rate or to

permit the use and administration thereof by the Administrative Agent in a manner substantially

consistent with market practice (or, if the Administrative Agent decides that adoption of any

portion of such market practice is not administratively feasible or if the Administrative Agent

determines that no market practice for the administration of any such rate exists, in such other

manner of administration as the Administrative Agent decides is reasonably necessary in

connection with the administration of this Agreement and the other Loan Documents.

“Consolidated EBITDA” means and includes, for the Borrower and the Consolidated

Subsidiaries that are Guarantors for any period, an amount equal to the sum of (a) Consolidated

Net Investment Income for such period; plus, (b) to the extent such amounts were deducted in

computing Consolidated Net Investment Income for such period: (i) Consolidated Interest Expense

for such period; (ii) income tax expense for such period, determined on a consolidated basis in

accordance with GAAP; and (iii) Depreciation and Amortization for such period, determined on a

consolidated basis in accordance with GAAP. For avoidance of doubt, income and expenses of

the SBIC Entities and any SPV Subsidiary shall not be included for purposes of calculating

17581681331760230052

Consolidated EBITDA, except to the extent of dividends or distributions from such entities

actually received by the Borrower or any Guarantor.

“Consolidated Interest Expense” for any period means interest, whether expensed or

capitalized, in respect of Debt of the Borrower or any of its Consolidated Subsidiaries that are

Guarantors outstanding during such period on a consolidated basis in accordance with GAAP. For

avoidance of doubt, interest, whether expensed or capitalized, of the SBIC Entities and any SPV

Subsidiary shall not be included for purposes of calculating Consolidated Interest Expense.

“Consolidated Net Investment Income” means, for any period, the net investment income

of the Borrower and the Consolidated Subsidiaries that are Guarantors set forth or reflected on the

consolidated income statement of the Borrower and its Consolidated Subsidiaries for such period

prepared in accordance with GAAP. For avoidance of doubt, net investment income of the SBIC

Entities and any SPV Subsidiary shall not be included for purposes of calculating Consolidated

Net Investment Income, except to the extent of dividends or distributions from such entities

actually received by the Borrower or any Guarantor.

“Consolidated Subsidiary” means at any date any Subsidiary or other entity the accounts

of which, in accordance with GAAP, would be consolidated with those of the Borrower in its

consolidated financial statements as of such date.

“Consolidated Tangible Net Worth” means, at any time, Net Assets less the sum of the

value (to the extent reflected in determining Net Assets), as set forth or reflected on the most recent

consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, on a consolidated

basis prepared in accordance with GAAP (but without giving effect to the operation of Accounting

Standards Codification No. 825-10), of:

(A)

All assets which would be treated as intangible assets for balance sheet presentation

purposes under GAAP, including without limitation goodwill (whether representing the excess of

cost over book value of assets acquired, or otherwise), trademarks, tradenames, copyrights, patents

and technologies, and unamortized debt discount and expense;

(B)

To the extent not included in (A) of this definition, any amount at which the Capital

Securities of the Borrower appear as an asset on the balance sheet of the Borrower and its

Consolidated Subsidiaries;

(C)

To the extent not included in (A) of this definition, any amount at which the

investment in Main Street Capital Partners, LLC appears as an asset on the balance sheet of the

Borrower and its Consolidated Subsidiaries; and

(D)

Loans or advances to owners of Borrower’s Capital Securities, or to directors,

officers, managers or employees of Borrower and its Consolidated Subsidiaries.

Notwithstanding the fact that the SBIC Entities and the SPV Subsidiaries are not Loan Parties, the

SBIC Entities and the SPV Subsidiaries shall be included for purposes of calculating Consolidated

Tangible Net Worth and the Asset Coverage Ratio.

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“Controlled Group” means all members of a controlled group of corporations and all trades

or businesses (whether or not incorporated) under common control which, together with any Loan

Party, are treated as a single employer under Section 414 of the Code.

“Core Portfolio Investment” means a Portfolio Investment originated by the Borrower (or

co-originated by the Borrower so long as such Portfolio Investment complies with all Borrower’s

Investment Policies and is subject to the same due diligence by Borrower as Portfolio Investments

originated solely by the Borrower). For avoidance of doubt, Core Portfolio Investments shall not

include Cash, Cash Equivalents, any Senior Bank Loan Investment or any Debt Security.

“Credit Party Expenses” means, without limitation, (a) all reasonable and documented out-

of-pocket expenses incurred by the Administrative Agent and its Affiliates, including without

limitation the reasonable and documented out-of-pocket fees, charges and disbursements of (i)

(and, with respect to legal expenses, limited to) one outside counsel for the Administrative Agent,

(ii) outside consultants for the Administrative Agent, (iii) subject to the Valuation Expense Cap,

appraisers (including Approved Third-Party Appraisers), and (iv) commercial finance

examinations, in connection with (A) the syndication of the credit facilities provided for herein,

and (B) the administration, management, execution and delivery of this Agreement and the other

Loan Documents, and the preparation, negotiation, administration and management of any

amendments, modifications or waivers of the provisions of this Agreement and the other Loan

Documents (whether or not the transactions contemplated thereby shall be consummated); (b) all

reasonable and documented out-of-pocket expenses incurred by theany Issuing Bank in connection

with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for

payment thereunder; and (c) all reasonable and documented out-of-pocket expenses incurred by

the Administrative Agent, its Affiliates and the Secured Parties (with respect to legal expenses,

limited to one outside counsel for the Administrative Agent, the Issuing Bank, the Swingline

Lender and their and its respective Affiliates as well as one outside counsel for the other Secured

Parties and additional counsel should any conflict of interest arise) in connection with the

enforcement or protection of its rights in connection with this Agreement or the Loan Documents

or efforts to preserve, protect, collect, or enforce the Collateral, and all documented out-of-pocket

expenses incurred during any workout, restructuring or negotiations in respect of the Obligations.

“Custodial Agreement” means, collectively, the Amended and Restated Custodial

Agreement dated as of September 20, 2010 among Borrower, Administrative Agent and Truist

Bank (as successor by merger to Branch Banking and Trust Company), Mortgage Custody

Department of Corporate Trust Services and any and each other custodial agreement entered into

among a Person acting as Collateral Custodian, the Borrower and the Administrative Agent, in

each case as the same may from time to time be amended, restated, supplemented or otherwise

modified.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which

will include a lookback) being established by the Administrative Agent in accordance with the

conventions for this rate selected or recommended by the Relevant Governmental Body for

determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent

decides that any such convention is not administratively feasible for the Administrative Agent,

then the Administrative Agent may establish another convention in its reasonable discretion.

17581681331760230052

“Debt” of any Person means at any date, without duplication, (i) all obligations of such

Person for borrowed money; (ii) all obligations of such Person evidenced by bonds, debentures,

notes or other similar instruments representing extensions of credit; (iii) all obligations of such

Person to pay the deferred purchase price of property or services, except trade accounts payable

and accrued expenses arising in the ordinary course of business; (iv) all obligations of such Person

as lessee under capital leases; (v) all obligations of such Person to reimburse any bank or other

Person in respect of amounts payable under a banker’s acceptance; (vi) all Redeemable Preferred

Securities of such Person; (vii) all obligations (absolute or contingent) of such Person to reimburse

any bank or other Person in respect of amounts which are available to be drawn or have been drawn

under a letter of credit or similar instrument; (viii) all Debt of others secured by a Lien on any asset

of such Person, whether or not such Debt is assumed by such Person (with the value of such Debt

being the lower of the outstanding amount of such Debt and the fair market value of the property

subject to such Lien); (ix) all Debt of others Guaranteed by such Person; (x) all obligations of such

Person with respect to interest rate protection agreements, foreign currency exchange agreements

or other hedging agreements (valued at the termination value thereof computed in accordance with

a method approved by the International Swap Dealers Association and agreed to by such Person

in the applicable hedging agreement, if any); (xi) all obligations of such Person under any synthetic

lease, tax retention operating lease, sale and leaseback transaction, asset securitization, off-balance

sheet loan or other off-balance sheet financing product; (xii) [intentionally omitted]; and (xiii) all

obligations of such Person created or arising under any conditional sale or other title retention

agreement with respect to property acquired by such Person, except trade accounts payable and

accrued expenses arising in the ordinary course of business. The Debt of any Person shall include

the Debt of any other entity (including any partnership in which such Person is a general partner)

to the extent such Person is liable therefore as a result of such Person’s ownership interest in or

other relationship with such entity, except to the extent the terms of such Debt provide that such

Person is not liable therefor. Notwithstanding the foregoing, “Debt” shall not include (u) any

revolving commitments or letters of credit for which any Obligor is acting as a lender or issuing

lender, as applicable, as part of or in connection with a Portfolio Investment, (v) any non-recourse

liabilities for participations sold by any Person in any Debt Security, (w) escrows or purchase price

holdbacks arising in the ordinary course of business in respect of a portion of the purchase price

of an asset or Investment to satisfy unperformed obligations of the seller of such asset or

Investment, (x) a commitment arising in the ordinary course of business to make a future

Investment, (y) any accrued incentive, management or other fees to MSC or Affiliates (regardless

of any deferral in payment thereof) or (z) indebtedness of a Loan Party on account of the sale by a

Loan Party of the first-out tranche of any First Lien Investment that arises solely as an accounting

matter under ASC 860, provided that such indebtedness (i) is non-recourse to the Borrower or its

Subsidiaries and (ii) would not represent a claim against the Borrower or any of its Subsidiaries in

a bankruptcy, insolvency or liquidation proceeding of the Borrower or its Subsidiaries, in each

case in excess of the amount sold or purportedly sold.

“Debt Security” means a note, bond, debenture, trust receipt or other obligation, instrument

or evidence of indebtedness, including debt instruments of public and private issuers and tax-

exempt securities, but specifically excluding (i) Equity Securities or (ii) any security which by its

terms permits the payment obligation of the Obligor thereunder to be converted into or exchanged

for equity capital of such Obligor. For the avoidance of doubt, this definition of “Debt Security”

shall not include Core Portfolio Investments or Senior Bank Loan Investments.

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“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and

all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,

moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws

of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any condition or event which constitutes an Event of Default or which

with the giving of notice or lapse of time or both would, unless cured or waived in writing, become

an Event of Default.

“Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such

Defaulting Lender’s ratable portion of the aggregate Revolving Credit Exposure of all Lenders

(calculated as if all Defaulting Lenders had funded all of their respective Defaulted Advances)

over the aggregate outstanding principal amount of all Revolver Advances of such Defaulting

Lender.

“Default Period” means, with respect to any Defaulting Lender, (i) in the case of any

Defaulted Advance, the period commencing on the date the applicable Defaulted Advance was

required to be extended to the Borrower under this Agreement, in the case of a Revolver Advance

or any participation in a Letter of Credit (after giving effect to any applicable grace period) and

ending on the earlier of the following: (x) the date on which (A) the Default Excess with respect

to such Defaulting Lender has been reduced to zero (by such Defaulting Lender purchasing at par

that portion of outstanding Revolver Advances of the other Lenders, Cash Collateralizing its pro

rata share of outstanding Letters of Credit or taking such other actions as the Administrative Agent

may determine to be necessary to cause the Revolver Advances and funded and unfunded

participations in Swing Advances and Letters of Credit to be held pro rata by the Lenders in

accordance with the Revolver Commitments (without giving effect to Section 9.08(e)) and (B)

such Defaulting Lender shall have delivered to the Borrower and the Administrative Agent a

written reaffirmation of its intention to honor its obligations hereunder; and (y) the date on which

the Borrower, the Administrative Agent and the Required Lenders (and not including such

Defaulting Lender in any such determination, in accordance with Section 9.08(a)) waive the

application of Section 9.08 with respect to such Defaulted Advances of such Defaulting Lender in

writing; (ii) in the case of any Defaulted Payment, the period commencing on the date the

applicable Defaulted Payment was required to have been paid to the Administrative Agent, theany

Issuing Bank or any other Lender under this Agreement (after giving effect to any applicable grace

period) and ending on the earlier of the following: (x) the date on which (A) such Defaulted

Payment has been paid to the Administrative Agent, thesuch Issuing Bank or such other Lender,

as applicable, together with (to the extent that such Person has not otherwise been compensated by

the Borrower for such Defaulted Payment) interest thereon for each day from and including the

date such amount is paid but excluding the date of payment, at the greater of the Federal Funds

Rate plus two percent (2.0%) and a rate determined by the Administrative Agent in accordance

with banking industry rules on interbank compensation (whether by the funding of any Defaulted

Payment by such Defaulting Lender or by the application of any amount pursuant to Section

9.08(c)) and (B) such Defaulting Lender shall have delivered to the Administrative Agent, thesuch

Issuing Bank or such other Lender, as applicable, a written reaffirmation of its intention to honor

its obligations hereunder with respect to such payments; and (y) the date on which the

Administrative Agent, thesuch Issuing Bank or any such other Lender, as applicable waives the

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application of Section 9.08 with respect to such Defaulted Payments of such Defaulting Lender in

writing; and (iii) in the case of any Distress Event determined by the Administrative Agent (in its

good faith judgment) or the Required Lenders (in their respective good faith judgment) to exist,

the period commencing on the date that the applicable Distress Event was so determined to exist

and ending on the earlier of the following: (x) the date on which (A) such Distress Event is

determined by the Administrative Agent (in its good faith judgment) or the Required Lenders (in

their respective good faith judgment) to no longer exist and (B) such Defaulting Lender shall have

delivered to the Borrower and the Administrative Agent a written reaffirmation of its intention to

honor its obligations hereunder; and (y) such date as the Borrower and the Administrative Agent

mutually agree, in their sole discretion, to waive the application of Section 9.08 with respect to

such Distress Event of such Defaulting Lender.

“Default Rate” means (a) with respect to the Advances, on any day, the sum of 2% plus

the then highest interest rate (including the Applicable Margin) which may be applicable to any

Advance (irrespective of whether any such type of Advance is actually outstanding hereunder) and

(b) with respect to any LC Disbursement, the sum of 2% plus the interest rate otherwise applicable

to such LC Disbursement.

“Defaulted Advance” has the meaning specified in the definition of “Defaulting Lender”.

“Defaulted Investment” means any Investment (a) that is 45 days or more past due with

respect to any interest or principal payments or (b) that is or otherwise should be considered a non-

accrual investment by the Borrower in connection with its Investment Policies and GAAP.

“Defaulted Payment” has the meaning specified in the definition of “Defaulting Lender”.

“Defaulting Lender” means, for so long as any Default Period is in effect, any Lender (a)

that has failed to (i) fund all or any portion of its Advances or participations in Letters of Credit or

Swing Advances within two (2) Business Days of the date such Advances or participations were

required to be funded hereunder (each such Advance, a “Defaulted Advance”) unless such Lender

notifies the Administrative Agent, the applicable Swingline Lender, the applicable Issuing Bank

and the Borrower in writing that such failure is the result of such Lender’s good faith determination

that one or more conditions precedent to funding (each of which conditions precedent, together

with any applicable default, shall be specifically identified in such writing) has not been satisfied

and has not otherwise been waived in accordance with the terms of this Agreement, or (ii) pay to

the Administrative Agent, theany Swingline Lender, theany Issuing Bank or any other Lender any

other amount required to be paid by it hereunder (each such payment a “Defaulted Payment”)

within two (2) Business Days of the date when due, (b) that has notified the Borrower, the

Administrative Agent, theany Issuing Bank or theany Swingline Lender in writing that it does not

intend to comply with its funding obligations hereunder (including in respect of its participation

in Swing Advances and Letters of Credit), or has made a public statement to that effect (unless

such writing or public statement relates to such Lender’s obligation to fund any Advance or

participations in Letters of Credit or Swing Advances hereunder and states that such position is

based on such Lender’s good faith determination that a condition precedent to funding (which

condition precedent, together with any applicable default, shall be specifically identified in such

writing or public statement) cannot be satisfied and has not otherwise been waived in accordance

17581681331760230052

with the terms of this Agreement), (c) that has failed, within three (3) Business Days after written

request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative

Agent and the Borrower that it will comply with its prospective funding obligations hereunder

(provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon

receipt of such written confirmation by the Administrative Agent and the Borrower), (d) that has

become the subject of a Bail-In Action or (e) with respect to which, or with respect to a direct or

indirect parent company of which, a Distress Event has occurred; provided that a Lender shall not

be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in

that Lender or any direct or indirect parent company thereof by a Governmental Authority so long

as such ownership interest does not result in or provide such Lender with immunity from the

jurisdiction of courts within the United States or from the enforcement of judgments or writs of

attachment on its assets or permit such Lender (or such Governmental Authority) to reject,

repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any

determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a)

through (e) above shall be conclusive and binding absent manifest error, and such Lender shall be

deemed to be a Defaulting Lender, for so long as such Default Period is in effect, upon delivery of

written notice of such determination to the Borrower, the Issuing BankBanks, the Swingline

LenderLenders and each Lender.

“Depreciation and Amortization” means for any period an amount equal to the sum of all

depreciation and amortization expenses of the Borrower and its Consolidated Subsidiaries that are

Guarantors for such period, as determined on a consolidated basis in accordance with GAAP.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition

(including any sale and leaseback transaction) of any property by any Person (or the granting of

any option or other right to do any of the foregoing), including any sale, assignment, transfer or

other disposal, with or without recourse, of any notes or accounts receivable or any rights and

claims associated therewith; provided that the term “Disposition” or “Dispose” shall not include

the disposition of Investments originated by the Borrower and immediately transferred to a SPV

Subsidiary or SBIC Entity pursuant to a transaction not prohibited hereunder.

“Distress Event” means, with respect to any Person (each, a “Distressed Person”), (i) a

voluntary or involuntary case (or comparable proceeding) has been commenced with respect to

such Person or its direct or indirect parent under the United States Bankruptcy Code or any other

applicable Debtor Relief Law, (ii) a custodian, conservator, receiver or similar official has been

appointed for such Person or its direct or indirect parent or for any substantial part of such Person’s

or its direct or indirect parent’s assets, (iii) after the Omnibus Amendment Effective Date, such

Person or its direct or indirect parent has consummated or entered into a commitment to

consummate a forced (in the good faith judgment of the Administrative Agent) liquidation, merger,

sale of assets or other transaction resulting, in the good faith judgment of the Administrative Agent,

in a change of ownership or operating control of such Person or its direct or indirect parent

supported in whole or in part by guaranties, assumption of liabilities or other comparable credit

support of (including without limitation the nationalization or assumption of ownership or

operating control by) any Governmental Authority and the Administrative Agent (in its good faith

judgment) or the Required Lenders believe (in their respective good faith judgment) that such

event increases the risk that such Person could default in performing its obligations hereunder for

17581681331760230052

so long as the Administrative Agent (in its good faith judgment) or the Required Lenders (in their

respective good faith judgment) so believe, or (iv) such Person or its direct or indirect parent has

made a general assignment for the benefit of creditors or has otherwise been adjudicated as, or

determined by any Governmental Authority having regulatory authority over such Person or its

direct or indirect parent or its or its direct or indirect parent’s assets to be, insolvent, bankrupt or

deficient in meeting any capital adequacy or liquidity requirement of any Governmental Authority

applicable to such Person.

“Distressed Person” has the meaning specified in the definition of “Distress Event”.

“Dollars” or “$” means dollars in lawful currency of the United States of America.

“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if such

amount is expressed in Dollars, such amount, and (b) if such amount is expressed in a Foreign

Currency, the equivalent of such amount in Dollars determined at such time on the basis of the

Exchange Rate for the purchase of Dollars with such Foreign Currency at such time.

“Domestic Subsidiary” means any Subsidiary which is organized under the laws of any

state or territory of the United States of America.

“EEA Financial Institution” means (a) any credit institution or investment firm established

in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority,

(b) any entity established in an EEA Member Country which is a parent of an institution described

in clause (a) of this definition, or (c) any financial institution established in an EEA Member

Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and

is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland,

Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person

entrusted with public administrative authority of any EEA Member Country (including any

delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under

Section 9.07(b) (subject to such consents, if any, as may be required under Section 9.07(b));

provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (x) the

Borrower or any of the Borrower’s Affiliates or Subsidiaries or (y) a natural Person (or a holding

company, investment vehicle or trust for, or owned and operated for the primary benefit of, a

natural person).

“Eligible Core Portfolio Investment” means, on any date of determination, any Core

Portfolio Investment that satisfies each of the following requirements:

(i)

the Core Portfolio Investment is evidenced by Investment Documents

(including, in the case of any Loan other than a Noteless Loan, an original promissory note)

that have been duly authorized and that are in full force and effect and constitute the legal,

17581681331760230052

valid and binding obligation of the Obligor of such Core Portfolio Investment to pay the

stated amount of the Loan and interest thereon, and the related Investment Documents are

enforceable against such Obligor in accordance with their respective terms, provided that

the enforceability thereof is subject in each case to general principles of equity (regardless

of whether such enforceability is considered in a proceeding in equity or at law) and to

bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights

generally;

(ii)

the Core Portfolio Investment was made in accordance with the terms of the

Investment Policies and arose in the ordinary course of the Borrower’s business;

(iii)

such Core Portfolio Investment is a First Lien Investment, secured by a first

priority (subject to Liens for “ABL” revolvers and other encumbrances that are customarily

permitted to be senior under a first lien debt obligation), perfected security interest on a

substantial portion of the assets of the Obligor;

(iv)

in the case of any Core Portfolio Investment that is not solely held by the

Borrower, the terms and conditions of such Core Portfolio Investment provide the

Borrower with the right to vote to approve or deny any amendments, supplements, waivers

or other modifications of such terms and conditions (other than such routine amendments,

supplements, waivers or other modifications as are permitted to be approved by the

administrative agent only without the vote of the syndicate members);

(v)

the Core Portfolio Investment has an Eligible Investment Rating;

(vi)

the Core Portfolio Investment is not a Defaulted Investment and no other

interest or principal payments with respect to any Loan of the Obligor with respect to such

Core Portfolio Investment is more than 45 days past due;

(vii)

the Obligor of such Core Portfolio Investment has executed all appropriate

documentation required by the Borrower in accordance with the Investment Policies;

(viii) the Core Portfolio Investment, together with the Investment Documents

related thereto, is a “general intangible”, an “instrument”, an “account”, or “chattel paper”

within the meaning of the UCC of all jurisdictions that govern the perfection of the security

interest granted therein;

(ix)

all consents, licenses, approvals or authorizations of, or registrations or

declarations with, any Governmental Authority required to be obtained, effected or given

in connection with the making of such Core Portfolio Investment have been duly obtained,

effected or given and are in full force and effect, except where the failure to do so,

individually or in the aggregate, could not reasonably be expected to result in a material

adverse effect on the value, validity or collectability of such Core Portfolio Investment;

(x)

the Core Portfolio Investment is denominated and payable only in:

(A) Dollars in the United States or (B) subject to clause (f) of the definition of “Borrowing

Base”, (x) Canadian Dollars in Canada or (y) Euros in any Participating Member State;

17581681331760230052

(xi)

the Core Portfolio Investment bears some current interest, which is due and

payable no less frequently than quarterly;

(xii)

the Core Portfolio Investment, together with the Investment Documents

related thereto, does not contravene in any material respect any Applicable Laws

(including, without limitation, laws, rules and regulations relating to usury, truth in lending,

fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection

practices and privacy) and with respect to which no Obligor party thereto is in violation of

any Applicable Laws or the terms and conditions of such Investment Documents, to the

extent any such violation results in or would be reasonably likely to result in (a) an adverse

effect upon the value or collectability of such Core Portfolio Investment, (b) a material

adverse change in, or a material adverse effect upon, any of (1) the financial condition,

operations, business or properties of the Obligor or any of its respective Subsidiaries, taken

as a whole, (2) the rights and remedies of the Borrower under the Investment Documents,

or the ability of the Obligor or any other loan party thereunder to perform its obligations

under the Investment Documents to which it is a party, as applicable, taken as a whole, or

(3) the collateral securing the Core Portfolio Investment, or the Borrower’s Liens thereon

or the priority of such Liens;

(xiii) the Core Portfolio Investment, together with the related Investment

Documents, is fully assignable (and if such Investment is secured by a mortgage, deed of

trust or similar lien on real property, and if requested by the Administrative Agent, an

Assignment of Mortgage executed in blank has been delivered to the Collateral Custodian);

provided that, the Core Portfolio Investment may contain the following restrictions on

customary and market based terms: (a) restrictions pursuant to which assignments may be

subject to the consent of the obligor or issuer or agent under the Core Portfolio Investment

so long as the applicable provision also provides that such consent may not be unreasonably

withheld, (b) customary restrictions in respect of minimum assignment amounts, (c)

restrictions on transfer to parties that are not “eligible assignees” within the customary and

market based meaning of the term, and (d) restrictions on transfer to the applicable obligor

or issuer under the Core Portfolio Investment or its equity holders or financial sponsor

entities or competitors or, in each case, their affiliates; provided, further, that in the event

that a Loan Party is a party to an intercreditor arrangement with other lenders thereof with

payment rights or lien priorities that are junior or senior to the rights of such Loan Party,

such Portfolio Investment may be subject to customary and market based rights of first

refusal, rights of first offer and purchase rights in favor, in each case, of such other lenders

thereof;

(xiv)

the Core Portfolio Investment was documented and closed in accordance

with the Investment Policies, and each original promissory note, if any, representing the

portion of such Core Portfolio Investment payable to the Borrower, has been delivered to

the Collateral Custodian, duly endorsed as collateral or, in the case of a Pre-Positioned

Investment, held by a bailee on behalf of the Administrative Agent, in accordance with the

provisions of Section 5.40;

17581681331760230052

(xv)

the Core Portfolio Investment is free of any Liens and the Borrower’s

interest in all Related Property is free of any Liens other than Liens permitted under the

applicable Investment Documents and all filings and other actions required to perfect the

security interest of the Administrative Agent on behalf of the Secured Parties in the Core

Portfolio Investment have been made or taken;

(xvi)

no right of rescission, set off, counterclaim, defense or other material

dispute has been asserted with respect to such Core Portfolio Investment;

(xvii) any Related Property with respect to such Core Portfolio Investment is

insured in accordance with the Investment Policies;

(xviii) the primary business of the Obligor with respect to such Core Portfolio

Investment is not in the nuclear waste industry;

(xix)

the Core Portfolio Investment is not a loan or extension of credit made by

the Borrower or one of its subsidiaries to an Obligor solely for the purpose of making any

principal, interest or other payment on such Core Portfolio Investment necessary in order

to keep such Core Portfolio Investment from becoming delinquent;

(xx) such Core Portfolio Investment will not cause the Borrower to be deemed

to own 5.0% or more of the voting securities of any publicly registered issuer or any

securities that are immediately convertible into or immediately exercisable or

exchangeable for 5.0% or more of the voting securities of any publicly registered issuer;

(xxi)

the financing of such Core Portfolio Investment by the Lenders does not

contravene in any material respect Regulation U of the Federal Reserve Board, nor require

the Lenders to undertake reporting thereunder which it would not otherwise have cause to

make;

(xxii) such Core Portfolio Investment does not represent payment obligations

relating to “put” rights relating to Margin Stock;

(xxiii) any taxes due and payable in connection with the making of such Core

Portfolio Investment have been paid and the Obligor has been given any assurances

(including with respect to the payment of transfer taxes and compliance with securities

laws) required by the Investment Documents in connection with the making of the

Investment;

(xxiv) the terms of the Core Portfolio Investment have not been amended or

subject to a deferral or waiver the effect of which is to (A) reduce the amount (other than

by reason of the repayment thereof) or extend the time for payment of principal or (B)

reduce the rate or extend the time of payment of interest (or any component thereof), unless:

(i) such Core Portfolio Investment has an Eligible Investment Rating, the Borrower does

not reasonably believe such Core Portfolio Investment is a troubled investment at the time

of such amendment, deferral or waiver, and the Borrower does not reasonably anticipate

downgrading such Core Portfolio Investment below the Eligible Investment Rating; or (ii)

17581681331760230052

the Administrative Agent and the Required Lenders have provided their consent to such

amendment, deferral or waiver, such consents not to be unreasonably withheld or delayed;

(xxv) such Core Portfolio Investment does not contain a confidentiality provision

that restricts the ability of the Administrative Agent, on behalf of the Secured Parties, to

exercise its rights under the Loan Documents, including, without limitation, its rights to

review the Core Portfolio Investment, the related Investment File or the Borrower’s credit

approval file in respect of such Core Portfolio Investment, unless the Administrative Agent

and any Secured Party, as applicable, is permitted to avoid such restriction by agreeing to

maintain the confidentiality of such information in accordance with the provisions of the

Investment Documents and has agreed to the terms thereof;

(xxvi) the Obligor with respect to such Core Portfolio Investment is not (A) an

Affiliate of the Borrower or any other Person whose investments are primarily managed

by the Borrower or an Affiliate of the Borrower, unless (1) such Obligor is an Affiliate

solely by reason of the Borrower’s Portfolio Investment therein or Borrower’s other

Portfolio Investments or (2) such Core Portfolio Investment is expressly approved by the

Administrative Agent (in its sole discretion) or (B) a Governmental Authority;

(xxvii) all information delivered by any Loan Party to the Administrative Agent

with respect to such Core Portfolio Investment is true and correct in all material respects

to the knowledge of such Loan Party;

(xxviii)such Core Portfolio Investment is not an Equity Security and does not by its

terms permit the payment obligation of the Obligor thereunder to be converted into or

exchanged for equity capital of such Obligor;

(xxix) the proceeds of such Core Portfolio Investment are not used to finance

construction projects or activities in the form of a traditional construction loan where the

only collateral for the loan is the project under construction and draws are made on the loan

specifically to fund construction in progress; and

(xxx)there is full recourse to the Obligor for principal and interest payments with

respect to such Core Portfolio Investment.

“Eligible Debt Security” means, on any date of determination, any Debt Security held by

Borrower as a Portfolio Investment that meets the following conditions:

(i)

the investment in the Debt Security was made in accordance with the terms

of the Investment Policies applicable to “middle market portfolio investments”,

“marketable securities”, “idle funds investments” or other similarly defined investment

categories as such categories may be defined by Borrower in its periodic filings with the

SEC;

(ii)

the Debt Security has an Eligible Investment Rating;

17581681331760230052

(iii)

a Value Triggering Event related to the Debt Security has not occurred and

is not continuing;

(iv)

the Debt Security is not a Defaulted Investment and is not owed by an

Obligor that is subject to an Insolvency Event or as to which the Borrower has received

notice of an imminent Insolvency Event proceeding;

(v)

the Obligor of such Debt Security has executed all appropriate

documentation, if any, required in accordance with applicable Investment Policies;

(vi)

the Debt Security, together with the Investment Documents related thereto

(if any), is a “general intangible”, an “instrument”, an “account”, or “chattel paper”, within

the meaning of the UCC of all jurisdictions that govern the perfection of the security

interest granted therein;

(vii)

all consents, licenses, approvals or authorizations of, or registrations or

declarations with, any Governmental Authority required to be obtained, effected or given

in connection with the purchase of such Debt Security have been duly obtained, effected

or given and are in full force and effect, except where the failure to do so, individually or

in the aggregate, could not reasonably be expected to result in a material adverse effect on

the value, validity or collectability of such Debt Security;

(viii) the Debt Security is denominated and payable only in Dollars in the United

States, Canadian Dollars in Canada or Euro in any Participating Member State, and the

Primary Obligor for such Debt Security is organized under the laws of, and maintains its

chief executive office in, (A) the United States or any state or territory thereof or (B) subject

to clause (f) of the definition of “Borrowing Base”, (x) Canada or any province thereof or

(y) any Participating Member State;

(ix)

the Debt Security bears current all cash interest, which is due and payable

no less frequently than semi-annually;

(x)

the Obligor with respect to the Debt Security is not (A) an Affiliate of the

Borrower or any other Person whose investments are primarily managed by the Borrower

or any Affiliate of the Borrower, unless such Debt Security is expressly approved by the

Administrative Agent (in its sole discretion), (B) a Governmental Authority (except in the

case of a Debt Security, with an Investment Grade Rating, issued by the United States of

America or any state or municipality or other political subdivision of the United States of

America) or (C) primarily in the business of nuclear waste;

(xi) all information delivered by any Loan Party to the Administrative Agent

with respect to such Debt Security is true and correct in all material respects to the

knowledge of such Loan Party;

(xii)

the proceeds of such Debt Security are not used to finance construction

projects or activities in the form of a traditional construction loan where the only collateral

17581681331760230052

for the loan is the project under construction and draws are made on the loan specifically

to fund construction in progress; and

(xiii)the Debt Security is a Quoted Investment.

“Eligible Investment Grade Debt Security” means an Eligible Debt Security that has, as of

the applicable date of determination of Value for such Eligible Debt Security, an Investment Grade

Rating.

“Eligible Investment Rating” means, as of any date of determination with respect to a

Portfolio Investment, an investment rating of “Grade 3” or better as determined in accordance with

the Investment Policies.

“Eligible Investments” means, collectively, the following investments of the Borrower and

the Guarantors: Cash and Cash Equivalents, the Eligible Quoted Senior Bank Loan Investments,

the Eligible Investment Grade Debt Securities, the Eligible Core Portfolio Investments, the

Eligible Unquoted Senior Bank Loan Investments and the Eligible Non-Investment Grade Debt

Securities.

“Eligible Non-Investment Grade Debt Security” means an Eligible Debt Security that does

not have, as of the applicable date of determination of Value for such Eligible Debt Security, an

Investment Grade Rating.

“Eligible Quoted Senior Bank Loan Investment” means an Eligible Senior Bank Loan

Investment that is a Quoted Investment.

“Eligible Senior Bank Loan Investment” means, on any date of determination, any Senior

Bank Loan Investment of Borrower that meets the following conditions:

(i)

the Senior Bank Loan Investment is evidenced by Investment Documents

that are in full force and effect and constitute the legal, valid and binding obligation of the

Obligor of such Senior Bank Loan Investment to pay the stated amount of the Loan and

interest thereon without right of rescission, set off, counterclaim or defense, and the related

Investment Documents are enforceable against such Obligor in accordance with their

respective terms, provided that the enforceability thereof is subject in each case to general

principles of equity (regardless of whether such enforceability is considered in a

proceeding in equity or at law) and to bankruptcy, insolvency and similar laws affecting

the enforcement of creditors’ rights generally, and, to the knowledge of the Borrower, are

not the subject of any material dispute;

(ii)

the Senior Bank Loan Investment was made in accordance with the terms

of the Investment Policies applicable to “middle market portfolio investments”,

“marketable securities”, “idle funds investments” or other similarly defined investment

categories as such categories may be defined by Borrower in its periodic filings with the

SEC;

17581681331760230052

(iii)

such Senior Bank Loan Investment is secured by a first priority (subject to

Liens for “ABL” revolvers and other encumbrances that are customarily permitted to be

senior under a first lien debt obligation), perfected security interest on a substantial portion

of the assets of the respective Obligor(s);

(iv)

the terms and conditions of such Senior Bank Loan Investment provide the

Borrower with the power to approve or deny any amendments, supplements, waivers or

other modifications of such terms and conditions that would (A) increase the commitment

or other obligations of the Borrower thereunder, (B) reduce the amount of, or defer the date

fixed for any payment of, principal, interest or fees due or owing to Borrower, or change

the manner of application of any payments owing to Borrower, under the Investment

Documents, (C) change the percentage of lenders under such Senior Bank Loan Investment

required to take any action under the applicable Investment Documents or (D) release or

substitute all or substantially all of the collateral held as security for, or release any guaranty

given to support payment of the obligations of, the Obligor under the applicable Investment

Documents;

(v)

the Senior Bank Loan Investment has an Eligible Investment Rating;

(vi)

the terms of the Senior Bank Loan Investment have not been amended or

subject to a deferral or waiver the effect of which is to (A) reduce the amount (other than

by reason of the repayment thereof) or, after giving effect to any applicable grace or cure

period, extend the time for payment of principal or (B) reduce the rate or, after giving effect

to any applicable grace or cure period, extend the time of payment of interest (or any

component thereof), in each case without the consent of the Administrative Agent and the

Required Lenders, such consents not to be unreasonably withheld or delayed.

Notwithstanding the foregoing in this clause (vi), any refinancing, restructuring, or new

Debt obligation that does not forgive or reduce any amount of the principal owing with

respect to such existing Senior Bank Loan Investment and results from a syndication

process by the lenders or administrative agent party to such Senior Bank Loan Investment

shall be deemed a new Senior Bank Loan Investment for purposes of this clause (vi) and

not an amendment, deferral or waiver of such existing Senior Bank Loan Investment;

(vii)

a Value Triggering Event related to the Senior Bank Loan Investment has

not occurred and is not continuing;

(viii) the Senior Bank Loan Investment is not a Defaulted Investment and is not

owed by an Obligor that is subject to an Insolvency Event or as to which the Borrower has

received notice of an imminent Insolvency Event proceeding;

(ix)

the Obligor of such Senior Bank Loan Investment has executed all

appropriate documentation required in accordance with applicable Investment Policies;

(x)

the Senior Bank Loan Investment, together with the Investment Documents

related thereto, is a “general intangible”, an “instrument”, an “account”, or “chattel paper”,

17581681331760230052

within the meaning of the UCC of all jurisdictions that govern the perfection of the security

interest granted therein;

(xi)

all consents, licenses, approvals or authorizations of, or registrations or

declarations with, any Governmental Authority required to be obtained, effected or given

in connection with the making of such Senior Bank Loan Investment have been duly

obtained, effected or given and are in full force and effect, except where the failure to do

so, individually or in the aggregate, could not reasonably be expected to result in a material

adverse effect on the value, validity or collectability of such Senior Bank Loan Investment;

(xii)

the Senior Bank Loan Investment is denominated and payable only in

Dollars in the United States, Canadian Dollars in Canada or Euro in any Participating

Member State, and the Primary Obligor for such Senior Bank Loan Investment is organized

under the laws of, and maintains its chief executive office in, (A) the United States or any

state thereof or (B) subject to clause (f) of the definition of “Borrowing Base”, (x) Canada

or any province thereof or (y) any Participating Member State;

(xiii)the Senior Bank Loan Investment bears current interest, which is due and

payable no less frequently than semi-annually;

(xiv)

the Senior Bank Loan Investment, together with the Investment Documents

related thereto, does not contravene in any material respect any Applicable Laws and with

respect to which no Obligor is in violation of any Applicable Laws or the terms and

conditions of such Investment Documents, to the extent any such violation results in or

would be reasonably likely to result in (a) an adverse effect upon the value or collectability

of such Senior Bank Loan Investment or (b) a material adverse change in, or a material

adverse effect upon, any of (1) the financial condition, operations, business or properties

of the Obligor or any of its respective Subsidiaries, taken as a whole, (2) the rights and

remedies of the Borrower under the Investment Documents, or the ability of the Obligor or

any other loan party thereunder to perform its obligations under the Investment Documents

to which it is a party, as applicable, taken as a whole, or (3) the collateral securing the

Senior Bank Loan Investment, or the Liens thereon or the priority of such Liens;

(xv)

the Senior Bank Loan Investment, together with the related Investment

Documents, is fully assignable subject to the customary right of the obligor in a syndicated

loan or credit facility to consent to an assignment (which consent shall not be unreasonably

withheld) prior to an event of default under such Senior Bank Loan Investment and the

customary right in a syndicated loan or credit facility of the administrative agent under

such syndicated loan or credit facility to consent to the assignment (which consent shall

not be unreasonably withheld); provided that, the Senior Bank Loan Investment may

contain the following restrictions on customary and market based terms: (a) restrictions

pursuant to which assignments may be subject to the consent of the obligor or issuer or

agent under the Senior Bank Loan Investment so long as the applicable provision also

provides that such consent may not be unreasonably withheld, (b) customary restrictions

in respect of minimum assignment amounts, (c) restrictions on transfer to parties that are

not “eligible assignees” within the customary and market based meaning of the term, and

17581681331760230052

(d) restrictions on transfer to the applicable obligor or issuer under the Senior Bank Loan

Investment or its equity holders or financial sponsor entities or competitors or, in each case,

their affiliates; provided, further, that in the event that a Loan Party is a party to an

intercreditor arrangement with other lenders thereof with payment rights or lien priorities

that are junior or senior to the rights of such Loan Party, such Portfolio Investment may be

subject to customary and market based rights of first refusal, rights of first offer and

purchase rights in favor, in each case, of such other lenders thereof;

(xvi)

the Senior Bank Loan Investment was documented and closed in

accordance with applicable Investment Policies, and each original promissory note, if any,

representing the portion of such Senior Bank Loan Investment payable to the Borrower has

been delivered to the Collateral Custodian, duly endorsed as collateral;

(xvii) the Senior Bank Loan Investment is free of any Liens and the Borrower’s

interest in all Related Property is free of any Liens other than Liens permitted under the

applicable Investment Documents and all filings and other actions required to perfect the

security interest of the Administrative Agent on behalf of the Secured Parties in the Senior

Bank Loan Investment have been made or taken;

(xviii) any Related Property with respect to such Senior Bank Loan Investment is

insured in accordance with the applicable Investment Documents;

(xix)

such Senior Bank Loan Investment will not cause the Borrower to be

deemed to own 5.0% or more of the voting securities of any publicly registered issuer or

any securities that are immediately convertible into or immediately exercisable or

exchangeable for 5.0% or more of the voting securities of any publicly registered issuer;

(xx)

the financing of such Senior Bank Loan Investment by the Lenders does not

contravene in any material respect Regulation U of the Federal Reserve Board, nor require

the Lenders to undertake reporting thereunder which it would not otherwise have cause to

make and such Senior Bank Loan Investment does not represent payment obligations

relating to “put” rights relating to Margin Stock;

(xxi)

any taxes due and payable in connection with the making of such Senior

Bank Loan Investment have been paid and the Obligor has been given any assurances

(including with respect to the payment of transfer taxes and compliance with securities

laws) required by the Investment Documents in connection with the making of the

Investment;

(xxii) such Senior Bank Loan Investment does not contain a confidentiality

provision that restricts the ability of the Administrative Agent (assuming the

Administrative Agent agrees to be bound by the terms of the applicable confidentiality

provision), on behalf of the Secured Parties, to exercise its rights under the Loan

Documents, including, without limitation, its rights to review the Senior Bank Loan

Investment, the related Investment File or the Borrower’s credit approval file in respect of

such Senior Bank Loan Investment, unless the Administrative Agent and any Secured

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Party, as applicable, is permitted to avoid such restriction by agreeing to maintain the

confidentiality of such information in accordance with the provisions of the Investment

Documents and has agreed to the terms thereof;

(xxiii) the Obligor with respect to such Senior Bank Loan Investment is not (A) an

Affiliate of the Borrower or any other Person whose investments are primarily managed

by the Borrower or any Affiliate of the Borrower, unless such Senior Bank Loan

Investment is expressly approved by the Administrative Agent (in its sole discretion), (B)

a Governmental Authority or (C) primarily in the business of nuclear waste;

(xxiv) all information delivered by any Loan Party to the Administrative Agent

with respect to such Senior Bank Loan Investment is true and correct in all material respects

to the knowledge of such Loan Party;

(xxv) such Senior Bank Loan Investment is not (A) any type of bond, whether

high yield or otherwise, or any similar financial interest, (B) an Equity Security and does

not by its terms permit the payment obligation of the Obligor thereunder to be converted

into or exchanged for equity capital of such Obligor or (C) a participation interest;

(xxvi) the proceeds of such Senior Bank Loan Investment are not used to finance

construction projects or activities in the form of a traditional construction loan where the

only collateral for the loan is the project under construction and draws are made on the loan

specifically to fund construction in progress; and

(xxvii) there is full recourse to the Obligor for principal and interest payments with

respect to such Senior Bank Loan Investment.

“Eligible Unquoted Senior Bank Loan Investment” means an Eligible Senior Bank Loan

Investment that is an Unquoted Investment.

“Environmental Authority” means any foreign, federal, state, local or regional government

that exercises any form of jurisdiction or authority under any Environmental Requirement.

“Environmental Authorizations” means all licenses, permits, orders, approvals, notices,

registrations or other legal prerequisites for conducting the business of a Loan Party or any

Subsidiary of a Loan Party required by any Environmental Requirement.

“Environmental Judgments and Orders” means all judgments, decrees or orders arising

from or in any way associated with any Environmental Requirements, whether or not entered upon

consent or written agreements with an Environmental Authority or other entity arising from or in

any way associated with any Environmental Requirement, whether or not incorporated in a

judgment, decree or order.

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws,

regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises,

licenses, agreements or other governmental restrictions relating to the environment or to emissions,

discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or

17581681331760230052

industrial, toxic or hazardous substances or wastes into the environment, including, without

limitation, ambient air, surface water, groundwater or land, or otherwise relating to the

manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of

pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or

hazardous substances or wastes or the clean-up or other remediation thereof.

“Environmental Liabilities” means any liabilities, whether accrued, contingent or

otherwise, arising from and in any way associated with any Environmental Requirements.

“Environmental Notices” means notice from any Environmental Authority or by any other

person or entity, of possible or alleged noncompliance with or liability under any Environmental

Requirement, including without limitation any complaints, citations, demands or requests from

any Environmental Authority or from any other person or entity for correction of any violation of

any Environmental Requirement or any investigations concerning any violation of any

Environmental Requirement.

“Environmental Proceedings” means any judicial or administrative proceedings arising

from or in any way associated with any Environmental Requirement.

“Environmental Releases” means releases as defined in CERCLA or under any applicable

federal, state or local environmental law or regulation and shall include, in any event and without

limitation, any release of petroleum or petroleum related products.

“Environmental Requirements” means any legal requirement relating to health, safety or

the environment and applicable to a Loan Party, any Subsidiary of a Loan Party or the Properties,

including but not limited to any such requirement under CERCLA or similar state legislation and

all federal, state and local laws, ordinances, regulations, orders, writs, decrees and common law.

“Equity Security” means any equity security or other obligation or security that does not

entitle the holder thereof to receive periodic payments of interest and one or more installments of

principal.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from

time to time, or any successor law and all rules and regulations from time to time promulgated

thereunder. Any reference to any provision of ERISA shall also be deemed to be a reference to

any successor provision or provisions thereof.

“Erroneous Payment” has the meaning assigned to it in Section 7.13(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section

7.13(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 7.13(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 7.13(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 7.13(d).

17581681331760230052

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published

by the Loan Market Association (or any successor Person), as in effect from time to time.

“Euro” means a single currency of the Participating Member States.

“Event of Default” has the meaning set forth in Section 6.01.

“Exchange Rate” means, on any day, for purposes of determining the Dollar Equivalent of

any amount denominated in a currency other than Dollars, the rate at which such other currency

may be exchanged into Dollars at approximately 11:00 a.m. London time on such day as set forth

on the Bloomberg World Currency Value Page for such currency. In the event that such rate does

not appear on such Bloomberg Page (or on any successor or substitute page), the Exchange Rate

shall be determined by reference to such other publicly available information service for displaying

exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the

absence of such an agreement, the Exchange Rate shall instead be the arithmetic average of the

spot rates of exchange of the Administrative Agent in the market where its foreign currency

exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m.

New York City time on such date for the purchase of Dollars with such currency for delivery two

(2) Business Days later; provided that if at the time of any such determination, for any reason, no

such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems

appropriate to determine such rate, and such determination shall be conclusive absent manifest

error.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation

if, and to the extent that, all or a portion of the Guarantee of such Guarantor pursuant to Article X,

or the grant by such Guarantor of a security interest pursuant to the Collateral Documents to secure,

such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity

Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or

the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for

any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange

Act (determined after giving effect to Article X and any other “keepwell, support or other

agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap

Obligations by other Loan Parties) at the time the Guarantee of such Guarantor, or a grant by such

Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap

Obligation arises under a master agreement governing more than one swap, such exclusion shall

apply only to the portion of such Swap Obligation that is attributable to swaps for which such

Guarantee or security interest is or becomes excluded in accordance with the first sentence of this

definition.

“Excluded Taxes” means, with respect to the Administrative Agent, theany Issuing Bank,

any Lender or any other recipient of any payment to be made by or on account of any obligation

of the Borrower hereunder, (a) Taxes imposed on or measured by its overall net income (however

denominated), and franchise Taxes imposed on it, by the jurisdiction (or any political subdivision

thereof) under the laws of which such recipient is organized or in which its principal office is

located or, in the case of any Lender, in which its applicable lending office is located, (b) any

branch profits Taxes imposed by the United States of America or any similar Tax imposed by any

17581681331760230052

other jurisdiction in which the Borrower is located, (c) in the case of a Foreign Lender, any

withholding Tax that is imposed on amounts payable to such Foreign Lender at the time such

Foreign Lender becomes a party hereto (other than pursuant to an assignment request by the

Borrower under Section 9.04(c)) or designates a new lending office or is attributable to such

Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with

Section 2.12(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled,

at the time of designation of a new lending office (or assignment), to receive additional amounts

from the Borrower with respect to such withholding Tax pursuant to Section 2.12(e), and (d) any

withholding Taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning given such term in the Recitals.

“Existing Loan Documents” has the meaning given such term in the Recitals.

“Extended Commitment Termination Date” means, with respect to each Extending Lender,

April 30June 28, 20292030.

“Extended Final Maturity Date” means, with respect to each Extending Lender, April

30June 29, 20302031.

“Extending Lender” means each Lender designated as an “Extending Lender” on Schedule

2.01.

“Extending Lender Applicable Margin” has the meaning set forth in Section 2.06(a).

“Extraordinary Receipts” means any cash received by or paid to any Loan Party on account

of any foreign, United States, state or local Tax refunds, pension plan reversions, judgments,

proceeds of settlements or other consideration of any kind in connection with any cause of action,

condemnation awards (and payments in lieu thereof), indemnity payments received not in the

ordinary course of business and any purchase price adjustment received not in the ordinary course

of business in connection with any purchase agreement and proceeds of insurance (excluding,

however, for the avoidance of doubt, proceeds of any issuance of Capital Securities and issuances

of Debt by any Loan Party); provided that Extraordinary Receipts shall not include any (x) amounts

that the Borrower receives from the Administrative Agent or any Lender pursuant to Section

2.12(e)(vii), or (y) cash receipts to the extent received from proceeds of insurance, condemnation

awards (or payments in lieu thereof), indemnity payments or payments in respect of judgments or

settlements of claims, litigation or proceedings to the extent that such proceeds, awards or

payments are received by any Person in respect of any unaffiliated third party claim against or loss

by such Person and promptly applied to pay (or to reimburse such Person for its prior payment of)

such claim or loss and the costs and expenses of such Person with respect thereto.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any

amended or successor version that is substantively comparable and not materially more onerous to

comply with) and any current or future regulations or official interpretations thereof or any

intergovernmental agreement between the United States and another jurisdiction facilitating the

17581681331760230052

implementation thereof (or any law, regulation or official interpretation implementing such an

intergovernmental agreement).

“Federal Funds Rate” means, for any day, the rate per annum (rounded upward, if

necessary, to the next higher 1/100th of 1%) equal to the weighted average of the rates on overnight

Federal funds transactions with members of the Federal Reserve System arranged by Federal funds

brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day

next succeeding such day, provided that (i) if the day for which such rate is to be determined is not

a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the

next preceding Business Day as so published on the next succeeding Business Day, and (ii) if such

rate is not so published for any day, the Federal Funds Rate for such day shall be the average rate

charged to Truist on such day on such transactions as determined by the Administrative Agent.

“Final Maturity Date” means (i) in the case of any Extending Lender, the Extended Final

Maturity Date and (ii) in the case of any Non-Extending Lender, such Non-Extending Lender’s

applicable Non-Extended Final Maturity Date.

“First Lien Investment” means a Portfolio Investment constituting a Debt obligation (other

than a Senior Bank Loan Investment) that is secured by the pledge of collateral and which has the

most senior pre-petition priority (subject to Liens for “ABL” revolvers and other encumbrances

that are customarily permitted to be senior under a first lien debt obligation) in any bankruptcy,

reorganization, arrangement, insolvency, or liquidation proceedings.

“Fiscal Quarter” means any fiscal quarter of the Borrower.

“Fiscal Year” means any fiscal year of the Borrower.

“Fitch” means Fitch Ratings, Inc. or Fitch Ratings Ltd., as applicable.

“Floor” means zero percent (0.00%).

“Foreclosed Subsidiary” shall mean any Person that becomes a direct or indirect

Subsidiary of the Borrower solely as a result of the Borrower or any other Subsidiary of the

Borrower acquiring the Capital Securities of such Person, through a bankruptcy, foreclosure or

similar proceedings, with the intent to sell or transfer all of the Capital Securities of such Person;

provided, that, in the event that the Borrower or such Subsidiary of the Borrower is unable to sell

all of the Capital Securities of such Person within 180 days after the Borrower or such Subsidiary

of the Borrower acquires the Capital Securities of such Person, such Person shall no longer be

considered a “Foreclosed Subsidiary” for purposes of this Agreement.

“Foreign Currency” means at any time any currency other than Dollars.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other

than that in which the Borrower is resident for tax purposes. For purposes of this definition, the

United States of America, each State thereof and the District of Columbia shall be deemed to

constitute a single jurisdiction.

17581681331760230052

“Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.

“Fronting Exposure” means, at any time there is a Defaulting Lender, such Defaulting

Lender’s Applicable Percentage of (a) outstanding Swing Advances made by thea Swingline

Lender other than Swing Advances as to which such Defaulting Lender’s participation obligation

has been reallocated to other Lenders and (b) outstanding LC Exposure with respect to Letters of

Credit issued by thean Issuing Bank other than LC Exposure as to which such Defaulting Lender’s

participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance

with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in

making, purchasing, holding or otherwise investing in commercial loans and similar extensions of

credit in the ordinary course of its business.

“Funded Debt” has the meaning set forth in Section 2.06(a).

“GAAP” means generally accepted accounting principles applied on a basis consistent with

those which, in accordance with Section 1.02, are to be used in making the calculations for

purposes of determining compliance with the terms of this Agreement.

“Governmental Authority” means the government of the United States of America or any

other nation, or of any political subdivision thereof, whether state or local, and any agency,

authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,

legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to

government (including any supra-national body exercising such powers or functions, such as the

European Union or the European Central Bank).

“Guarantee” by any Person means any obligation, contingent or otherwise, of such Person

directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without

limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise,

of such Person (i) to secure, purchase or pay (or advance or supply funds for the purchase or

payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements,

by agreement to keep-well, to purchase assets, goods, securities or services, to provide collateral

security, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered

into for the purpose of assuring in any other manner the obligee of such Debt or other obligation

of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in

part), provided that the term Guarantee shall not include (x) endorsements for collection or deposit

in the ordinary course of business or (y) customary indemnification agreements entered into in the

ordinary course of business, provided that such indemnification obligations are unsecured, such

Person has determined that liability thereunder is remote and such indemnification obligations are

not the functional equivalent of the guaranty of a payment obligation of the primary obligor. The

term “Guarantee” used as a verb has a corresponding meaning.

“Guaranteed Obligations” means the Obligations, any and all liabilities, indebtedness and

obligations of any and every kind and nature, heretofore, now or hereafter owing, arising, due or

payable from the Borrower to one or more of the Lenders, the Hedge Counterparties, any Secured

17581681331760230052

Party, the Administrative Agent, or any of them, arising under or evidenced by this Agreement,

the Notes, the Collateral Documents or any other Loan Document; provided, however, the term

“Guaranteed Obligations” with respect to any Specified Guarantor shall exclude, in all cases, any

Excluded Swap Obligations of such Specified Guarantor.

“Guarantors” means collectively: (a) the Initial Guarantors; and (b) all direct and indirect

Domestic Subsidiaries of the Borrower or Guarantors acquired, formed or otherwise in existence

on or after the SeventhNinth Amendment Effective Date and required to become a Guarantor

pursuant to Section 5.28; provided, however, (i) no SBIC Entity shall be a Guarantor until required

pursuant to Section 5.28, (ii) no SPV Subsidiary shall be a Guarantor, (iii) no Immaterial

Subsidiary shall be a Guarantor and (iv) no Foreclosed Subsidiary shall be a Guarantor. For the

avoidance of doubt, MSC shall not be a Guarantor.

“Hazardous Materials” includes, without limitation, (a) solid or hazardous waste, as

defined in the Resource Conservation and Recovery Act of 1980, 42 U.S.C. §6901 et seq. and its

implementing regulations and amendments, or in any applicable state or local law or regulation,

(b) any “hazardous substance”, “pollutant” or “contaminant”, as defined in CERCLA, or in any

applicable state or local law or regulation, (c) gasoline, or any other petroleum product or by-

product, including crude oil or any fraction thereof, (d) toxic substances, as defined in the Toxic

Substances Control Act of 1976, or in any applicable state or local law or regulation and (e)

insecticides, fungicides, or rodenticides, as defined in the Federal Insecticide, Fungicide, and

Rodenticide Act of 1975, or in any applicable state or local law or regulation, as each such Act,

statute or regulation may be amended from time to time.

“Hedge Counterparty” means Truist or any Lender that provides the initial funding of any

Revolver Commitment on the Omnibus Amendment Effective Date, any Person that becomes a

Lender pursuant to an amendment to this Agreement and provides a Revolving Commitment on

the effective date of such amendment or any Additional Lender that provides a Revolving

Commitment on any Commitment Increase Date (but not any assignee of any of the foregoing

Lenders) which Lender or Additional Lender has provided the Administrative Agent with a fully

executed designation notice substantially in the form of Exhibit I, or any of their respective

Affiliates, in each case solely until such Person has assigned all of its interests under this

Agreement, that enters into a Hedging Agreement with any Loan Party that is permitted by Section

5.35.

“Hedge Transaction” of any Person shall mean any transaction (including an agreement

with respect thereto) now existing or hereafter entered into by such Person that is a rate swap, basis

swap, forward rate transaction, commodity swap, interest rate option, foreign exchange

transaction, cap transaction, floor transaction, collateral transaction, forward transaction, currency

swap transaction, cross-currency rate swap transaction, currency option or any other similar

transaction (including any option with respect to any of these transactions) or any combination

thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity

prices or other financial measures.

“Hedging Agreement” means each agreement or amended and restated agreement between

any Loan Party and a Hedge Counterparty that governs one or more Hedge Transactions entered

17581681331760230052

into pursuant to Section 5.35, which agreement shall consist of a “Master Agreement” in a form

published by the International Swaps and Derivatives Association, Inc., together with a “Schedule”

thereto in the form the Administrative Agent shall approve in writing, and each “Confirmation”

thereunder confirming the specific terms of each such Hedge Transaction.

“Hedging Obligations” of any Person shall mean any and all obligations of such Person,

whether absolute or contingent and howsoever and whensoever created, arising, evidenced or

acquired under (i) any and all Hedge Transactions, (ii) any and all cancellations, buy backs,

reversals, terminations or assignments of any Hedge Transactions and (iii) any and all renewals,

extensions and modifications of any Hedge Transactions and any and all substitutions for any

Hedge Transactions.

“Immaterial Subsidiaries” means those Subsidiaries of the Borrower that are “designated”

as Immaterial Subsidiaries by the Borrower from time to time (it being understood that the

Borrower may at any time change any such designation); provided that such designated Immaterial

Subsidiaries shall collectively meet all of the following criteria as of the date of the most recent

balance sheet required to be delivered pursuant to Section 5.01: (a) the aggregate assets of such

Subsidiaries and their Subsidiaries (on a consolidated basis) as of such date do not exceed an

amount equal to 3% of the consolidated assets of the Borrower and its Subsidiaries as of such date;

and (b) the aggregate revenues of such Subsidiaries and their Subsidiaries (on a consolidated basis)

for the fiscal quarter ending on such date do not exceed an amount equal to 3% of the consolidated

revenues of the Borrower and its Subsidiaries for such period.

“Increasing Lender” has the meaning set forth in Section 2.14(a).

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with

respect to any payment made by or on account of any obligation of the Borrower under any Loan

Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Initial Advances” has the meaning set forth in Section 2.14(e).

“Initial Guarantors” means Main Street Capital Partners, LLC, a Delaware limited liability

company, Main Street Equity Interests, Inc., a Delaware corporation, Main Street CA Lending,

LLC, a Delaware limited liability company, and MS International Holdings, Inc., a Delaware

corporation.

“Insolvency Event” means, with respect to a specified Person, (a) the filing of a decree or

order for relief by a court having jurisdiction in the premises in respect of such Person or any

substantial part of its property in an involuntary case under any applicable Insolvency Law now or

hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or

similar official for such Person or for any substantial part of its property, or ordering the winding-

up or liquidation of such Person’s affairs, and such decree or order shall remain undischarged,

unvacated, undismissed and unstayed and in effect for a period of 60 consecutive days; or (b) the

commencement by such Person of a voluntary case under any applicable Insolvency Law now or

hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary

case under any such law, or the consent by such Person to the appointment of or taking possession

17581681331760230052

by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such

Person or for any substantial part of its property, or the making by such Person of any general

assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as

such debts become due, or the taking of action by such Person in furtherance of any of the

foregoing.

“Insolvency Laws” means the Bankruptcy Code and all other applicable liquidation,

conservatorship,

bankruptcy,

moratorium,

rearrangement,receivership,

insolvency,

reorganization, suspension of payments, or similar Debtor Relief Laws from time to time in effect

affecting the rights of creditors generally.

“Interest Coverage Ratio” means the ratio of Consolidated EBITDA to Consolidated

Interest Expense.

“Interest Payment Date” means (a) with respect to any Base Rate Borrowing or Index Term

Benchmark Borrowing, the first day of each month and (b) with respect to any Tranche Term

Benchmark Borrowing, the last day of the Interest Period applicable to such Borrowing and, in the

case of any Tranche Term Benchmark Borrowing with an Interest Period that exceeds three

months, the respective dates that fall every three months after the beginning of such Interest Period.

“Interest Period” means:

(i)

with respect to each Tranche Term Benchmark Borrowing, the period

commencing on the date of such Borrowing and ending on the numerically corresponding

day in the first, third or, if available to Lenders, sixth month thereafter (or, with respect to

such portion of any Tranche Term Benchmark Borrowing that is scheduled to be repaid on

the applicable Final Maturity Date, a period of less than one month’s duration commencing

on the date of such Borrowing and ending on the applicable Final Maturity Date) as the

Borrower may elect in the applicable Notice of Borrowing or Notice of Continuation or

Conversion; provided that:

(a)

any Interest Period (subject to clause (c) below) which would

otherwise end on a day which is not a Business Day shall be extended to the next

succeeding Business Day unless such Business Day falls in another calendar month,

in which case such Interest Period shall end on the next preceding Business Day;

(b)

any Interest Period (other than an Interest Period pertaining to a

Tranche Term Benchmark Borrowing that ends on the applicable Final Maturity

Date that is permitted to be of less than one month’s duration as provided in this

definition) which begins on the last Business Day of a calendar month (or on a day

for which there is no numerically corresponding day in the appropriate subsequent

calendar month) shall, subject to clause (c) below, end on the last Business Day of

the appropriate subsequent calendar month;

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(c)

no tenor that has been removed from this definition pursuant to

clause (v) of Section 8.01(b) shall be available for specification in such Notice of

Borrowing or Notice of Continuation or Conversion;

(d)

no Interest Period may be selected that begins before the Extended

Final Maturity Date and would otherwise end after the Extended Final Maturity

Date; and

(e)

the selection of any Interest Period that would extend past an

applicable Non-Extended Final Maturity Date may only be made with respect to

the portion of the Tranche Term Benchmark Borrowing held by the Extending

Lenders and Non-Extending Lenders for which the Non-Extended Final Maturity

Date shall not have occurred.

(ii)

with respect to each Base Rate Borrowing and each Index Term Benchmark

Borrowing, a calendar month (commencing on the first day of each calendar month and

ending on the last day of each calendar month regardless of whether a Base Rate Borrowing

or Index Term Benchmark Borrowing is outstanding on either date); provided that:

(a)

the initial Interest Period applicable to Base Rate Borrowings and

Index Term Benchmark Borrowings shall mean the period commencing on the

Closing Date and ending June 30, 2018; and

(b) the last Interest Period applicable to Base Rate Borrowings and

Index Term Benchmark Borrowings under this Agreement shall end on the

applicable Final Maturity Date.

“Internal Control Event” means a material weakness in, or fraud that involves management

of the Borrower, which fraud has a material effect on the Borrower’s internal controls over public

reporting.

“Investment” means any investment in any Person, whether by means of (i) purchase or

acquisition of all or substantially all of the assets of such Person (or of a division or line of business

of such Person), (ii) purchase or acquisition of obligations or securities of such Person, (iii) capital

contribution to such Person, (iv) loan or advance to such Person, (v) making of a time deposit with

such Person, (vi) Guarantee or assumption of any obligation of such Person or (vii) by any other

means.

“Investment Company Act” means the Investment Company Act of 1940 as amended, and

the rules and regulations promulgated thereunder.

“Investment Documents” means, with respect to any Core Portfolio Investment or any

Senior Bank Loan Investment, any related loan agreement, security agreement, mortgage,

assignment, all guarantees, note purchase agreement, intercreditor and/or subordination

agreements, and UCC financing statements and continuation statements (including amendments

or modifications thereof) executed by the Obligor thereof or by another Person on the Obligor’s

behalf in respect of such Core Portfolio Investment or Senior Bank Loan Investment and any

17581681331760230052

related promissory note, including, without limitation, general or limited guaranties and, if

requested by the Administrative Agent, for each Core Portfolio Investment secured by real

property by a mortgage document, an Assignment of Mortgage, and for all Core Portfolio

Investments or Senior Bank Loan Investments with a promissory note, an assignment thereof

(which may be by allonge), in blank, signed by an officer of the Borrower.

“Investment File” means, as to any Core Portfolio Investments, those documents that are

delivered to or held by the Collateral Custodian pursuant to the Custodial Agreement.

“Investment Grade Rating” means (a) for purposes of the definitions of “Eligible Debt

Security”, “Eligible Investment Grade Debt Security” and “Eligible Non-Investment Grade Debt

Security”, as of any date of determination, with respect to an Investment, such Investment has at

least one of the following: (i) a rating of Baa3 or higher by Moody’s, (ii) a rating of BBB- or higher

by S&P or (iii) a rating of BBB- or higher by Fitch and (b) for purposes of Section 2.06(a) and the

definition of “Applicable Margin”, at least one of the following: (i) a corporate credit rating of

BBB- or higher by S&P, (ii) a corporate family rating of Baa3 or higher by Moody’s, or (iii) a

corporate credit rating of BBB- or higher by Fitch; provided, that for purposes of this clause (b),

if the rating system of Moody’s, S&P or Fitch changes or if each such rating agency ceases to issue

such ratings, the Borrower, the Administrative Agent and the Lenders shall negotiate in good faith

to amend this definition to reflect such changed rating system or the unavailability of ratings from

such rating agencies and, pending the effectiveness of any such amendment, the Applicable Margin

shall be determined by reference to the ratings most recently in effect prior to such change or

cessation.

“Investment Policies” means those investment objectives, policies and restrictions of the

Borrower as in effect on the Omnibus Amendment Effective Date as described in Borrower’s

annual report on Form 10-K for the year ended December 31, 2020, as filed with the SEC, and any

modifications or supplements as may be adopted by the Borrower from time to time in accordance

with this Agreement.

“Issuing Bank” means Truist, The Huntington National Bank, Bank OZK and Royal Bank

of Canada, each in its capacity as thean issuer of Letters of Credit hereunder, and itseach of their

respective successors in such capacity as provided in Section 2.04(j).

“Joinder Agreement” means a Joinder and Reaffirmation Agreement substantially in the

form of Exhibit G.

“LC Disbursement” means a payment made by thean Issuing Bank pursuant to a Letter of

Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all

outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements

in respect of such Letters of Credit that have not yet been reimbursed by or on behalf of the

Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable

Percentage of the total LC Exposure at such time. For all purposes of this Agreement, if on any

date of determination a Letter of Credit has expired by its terms but any amount may still be drawn

17581681331760230052

thereunder by reason of the operation of Rule 3.14 of the International Standby Practices, such

Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be

drawn.

“Lender” means (a) theeach Swingline Lender and itstheir respective successors and

assigns and (b) each Person listed on Schedule 2.01 as a “Lender” and such other Persons who

may from time to time become a Lender accordance with the terms of this Agreement (as amended

and from time to time in effect), and their respective successors and assigns.

“Lending Office” means, as to each Lender, its office located at its address set forth on the

signature pages hereof (or identified on the signature pages hereof as its Lending Office) or such

other office as such Lender may hereafter designate as its Lending Office by notice to the Borrower

and the Administrative Agent.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement.

“Letter of Credit Collateral Account” has the meaning assigned to such term in

Section 2.04(k).

“Letter of Credit Documents” means, with respect to any Letter of Credit, collectively, any

application therefor and any other agreements, instruments, guarantees or other documents

(whether general in application or applicable only to such Letter of Credit) governing or providing

for (a) the rights and obligations of the parties concerned or at risk with respect to such Letter of

Credit or (b) any collateral security for any of such obligations, each as the same may be modified

and supplemented and in effect from time to time.

“Leverage Test” has the meaning set forth in Section 2.06(a).

“Lien” means, with respect to any asset, any mortgage, deed to secure debt, deed of trust,

lien, pledge, charge, security interest, security title, preferential arrangement which has the

practical effect of constituting a security interest or encumbrance, servitude or encumbrance of any

kind in respect of such asset to secure or assure payment of a Debt or a Guarantee, whether by

consensual agreement or by operation of statute or other law, or by any agreement, contingent or

otherwise, to provide any of the foregoing. For the purposes of this Agreement, the Borrower or

any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds

subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or

other title retention agreement relating to such asset (and, for the avoidance of doubt, in the case

of Investments that are loans or other debt obligations, customary restrictions on assignments or

transfers thereof pursuant to the underlying documentation of such Investment shall not be deemed

to be a “Lien” and in the case of Investments that are securities, excluding customary drag-along,

tag-along, right of first refusal, restrictions on assignments or transfers and other similar rights in

favor of one or more equity holders of the same issuer).

“Loan” means any loan arising from the extension of credit to an Obligor by the Borrower

in the ordinary course of business of the Borrower.

17581681331760230052

“Loan Documents” means this Agreement, the Notes, the Collateral Documents, the Letter

of Credit Documents, the Hedging Agreements and the Custodial Agreement, as such documents

and instruments may be amended or supplemented from time to time.

“Loan Parties” means collectively the Borrower and each Guarantor that is now or hereafter

a party to any of the Loan Documents.

“Margin Stock” means “margin stock” as defined in Regulations T, U or X of the Board of

Governors of the Federal Reserve System, as in effect from time to time, together with all official

rulings and interpretations issued thereunder.

“Material Adverse Effect” means, with respect to any event, act, condition or occurrence

of whatever nature (including any adverse determination in any litigation, arbitration, or

governmental investigation or proceeding), whether singly or in conjunction with any other event

or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a

material adverse change in, or a material adverse effect upon, any of (a) the financial condition,

operations, business or properties of the Loan Parties and any of their respective Subsidiaries,

taken as a whole (excluding in any case a decline in the net asset value of the Borrower or a change

in general market conditions or values of the Investments), (b) the rights and remedies of the

Administrative Agent, the Issuing BankBanks or the Lenders under the Loan Documents, or the

ability of the Borrower or the Borrower and the other Loan Parties, taken as a whole, to perform

their obligations under the Loan Documents, (c) the legality, validity or enforceability of any Loan

Document or (d) the Collateral, or the Administrative Agent’s Liens for the benefit of the Secured

Parties on the Collateral or the priority of such Liens.

“Maximum Revolver Commitment” has the meaning set forth in Section 2.14(a).

“Minimum Collateral Amount” means, at any time, with respect to Cash Collateral

consisting of Cash or deposit account balances, an amount equal to 100% of the Fronting Exposure

of the Issuing BankBanks with respect to Letters of Credit issued and outstanding at such time.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means, collectively the fee simple and leasehold mortgages, deeds of trust and

deeds to secure debt by the Borrower, in form and content satisfactory to the Administrative Agent

and in each case granting a Lien to the Administrative Agent (or a trustee for the benefit of the

Administrative Agent) for the benefit of the Secured Parties in Collateral constituting real property

(including certain real property leases) and related personalty, as such documents may be amended,

modified or supplemented from time to time.

“Mortgaged Property” means, collectively, the Mortgaged Property (as defined in the

Mortgages) covering the Properties described on Schedule 1.01(b) – Mortgaged Property.

“Mortgaged Property Security Documents” means collectively, the Mortgages and all

other agreements, instruments and other documents, whether now existing or hereafter in effect,

pursuant to which the Borrower or any Subsidiary grants or conveys to the Administrative Agent

and the Secured Parties a Lien in, or any other Person acknowledges any such Lien in, real property

17581681331760230052

as security for all or any portion of the Obligations, as any of them may be amended, modified or

supplemented from time to time.

“MSC” means MSC Adviser I, LLC, a Delaware limited liability company.

“MSC Springing Guarantee” means a guaranty by any Loan Party of Debt incurred by

MSC or any Subsidiary of MSC that is recourse to the Loan Party solely as a result of the

occurrence of certain events of bankruptcy, dissolution, or liquidation involving the party incurring

such Debt or certain “bad acts” by the party incurring such Debt, the guarantor, or certain affiliates

thereof, including, without limitation, due to fraud, willful misconduct, misappropriation, waste of

the assets of the party incurring such Debt or the guarantor, and such other acts and circumstances

customarily included in a “bad boy” guaranty.

“Multiemployer Plan” has the meaning set forth in Section 4001(a)(3) of ERISA.

“Net Assets” means, at any time, the net assets of the Borrower and its Consolidated

Subsidiaries, as set forth or reflected on the most recent consolidated balance sheet of the Borrower

and its Consolidated Subsidiaries prepared in accordance with GAAP.

“Net Cash Proceeds” means:

(a)

with respect to any Disposition by the Borrower or any of its Subsidiaries

(other than SBIC Entities and SPV Subsidiaries), or any Extraordinary Receipt received or

paid to the account of the Borrower or any of its Subsidiaries (other than SBIC Entities and

SPV Subsidiaries) (in each case, which requires a payment of the Advances under Section

2.11(d)), an amount equal to (x) the sum of cash and Cash Equivalents received in

connection with such transaction (including any cash or Cash Equivalents received by way

of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but

only as and when so received) minus (y) the sum of (i) the principal amount of any Debt

that is secured by the applicable asset and that is required to be repaid in connection with

such transaction (other than Debt under the Loan Documents), (ii) the reasonable out-of-

pocket fees, costs and expenses incurred by the Borrower or such Subsidiary in connection

with such transaction, (iii) the Taxes paid or reasonably estimated to be actually payable

within two years of the date of the relevant transaction in connection with such transaction;

provided that, if the amount of any estimated Taxes pursuant to clause (iii) exceeds the

amount of Taxes actually required to be paid in cash in respect of such Disposition, the

aggregate amount of such excess shall constitute Net Cash Proceeds (as of the date the

Borrower determines such excess exists), (iv) any reasonable costs, fees, commissions,

premiums and expenses incurred by the Borrower or any of its Subsidiaries in connection

with such Disposition, and (v) reserves for indemnification, purchase price adjustments or

analogous arrangements reasonably estimated by the Borrower or the relevant Subsidiary

in connection with such Disposition; provided that, if the amount of any estimated reserves

pursuant to this clause (v) exceeds the amount actually required to be paid in cash in respect

of indemnification, purchase price adjustments or analogous arrangements for such

Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds (as of

the date the Borrower determines such excess exists); and

17581681331760230052

(b)

with respect to the sale or issuance of any Capital Securities by the Borrower

or any of its Subsidiaries (other than SBIC Entities and SPV Subsidiaries) (including, for

the avoidance of doubt, cash received by the Borrower or any of its Subsidiaries (other than

SBIC Entities and SPV Subsidiaries) for the sale by the Borrower or such Subsidiary of

any Capital Securities of a SBIC Entity or a SPV Subsidiary but specifically excluding any

sale of any Capital Securities by a SBIC Entity or a SPV Subsidiary or cash received by a

SBIC Entity or a SPC Subsidiary in connection with the sale of any Capital Securities), or

the incurrence or issuance of any Debt by the Borrower or any of its Subsidiaries (other

than SBIC Entities and SPV Subsidiaries) (in each case, which requires a payment of the

Loans under Section 2.11(d)), an amount equal to (x) the sum of the cash and Cash

Equivalents received in connection with such transaction minus (y) the sum of (i)

reasonable out-of-pocket fees, costs and expenses, incurred by the Borrower or such

Subsidiary in connection therewith plus (ii) any reasonable costs, fees, commissions,

premiums, expenses, or underwriting discounts or commissions incurred by the Borrower

or any of its Subsidiaries in connection with such sale or issuance.

“Net Proceeds of Capital Securities/Conversion of Debt” means any and all proceeds

(whether cash or non-cash) or other consideration received by the Borrower or any Subsidiary of

the Borrower in respect of the issuance of Capital Securities (including, without limitation, the

aggregate amount of any and all Debt converted into Capital Securities), after deducting therefrom

all reasonable and customary costs and expenses incurred by the Borrower or any Subsidiary

directly in connection with the issuance of such Capital Securities. For avoidance of doubt the net

proceeds referred to in this definition shall exclude any net proceeds with respect to the issuance

of Capital Securities by the Loan Parties, the SBIC Entities or the SPV Subsidiaries to any Loan

Party, SBIC Entity or SPV Subsidiary.

“Ninth Amendment Effective Date” means June 29, 2026.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or

amendment that (i) requires the approval of all affected Lenders in accordance with the terms of

Section 9.05 and (ii) has been approved by the Required Lenders.

“Non-Extended Commitment Termination Date” means, with respect to each Non-

Extending Lender, the “Non-Extended Commitment Termination Date” set forth next to such Non-

Extending Lender’s name on Schedule 2.01.

“Non-Extended Final Maturity Date” means, with respect to each Non-Extending Lender,

the “Non-Extended Final Maturity Date” set forth next to such Non-Extending Lender’s name on

Schedule 2.01.

“Non-Extending Lender” means each Lender designated as a “Non-Extending Lender” on

Schedule 2.01.

“Non-Extending Lender Applicable Margin” has the meaning set forth in Section 2.06(a).

17581681331760230052

“Noteless Loan” means a Core Portfolio Investment or a Senior Bank Loan Investment

with respect to which (i) the underlying Investment Documents do not require the Obligor to

execute and deliver a promissory note to evidence the indebtedness created under such Core

Portfolio Investment or Senior Bank Loan Investment; and (ii) no Loan Party nor any Subsidiary

of a Loan Party has requested or received a promissory note from the related Obligor. Except as

approved by the Administrative Agent in writing, no Loan Party nor any Subsidiary of a Loan

Party shall request or receive a promissory note or other instrument from any Obligor in connection

with a Noteless Loan.

“Notes” means collectively the Revolver Notes, the Swing Advance Note and any and all

amendments, consolidations, modifications, renewals, substitutions and supplements thereto or

replacements thereof. “Note” means any one of such Notes.

“Notice of Borrowing” has the meaning set forth in Section 2.02.

“Notice of Continuation or Conversion” has the meaning set forth in Section 2.03.

“Obligations” means the collective reference to all of the following indebtedness,

obligations and liabilities: (a) the due and punctual payment by the Borrower of: (i) the principal

of and interest on the Advances (including, without limitation, principal of and interest on the

Notes), when and as due, whether at maturity, by acceleration, upon one or more dates set for

prepayment or otherwise and any renewals, modifications or extensions thereof, in whole or in

part; (ii) each payment required to be made by the Borrower under this Agreement when and as

due, including payments in respect of reimbursement of disbursements, interest thereon, and

obligations, if any, to provide cash collateral and any renewals, modifications or extensions

thereof, in whole or in part; and (iii) all other monetary obligations of the Borrower to the Secured

Parties under this Agreement and the other Loan Documents to which the Borrower is or is to be

a party and any renewals, modifications or extensions thereof, in whole or in part; (b) the due and

punctual performance of all other obligations of the Borrower under this Agreement and the other

Loan Documents to which the Borrower is or is to be a party, and any renewals, modifications or

extensions thereof, in whole or in part; (c) the due and punctual payment (whether at the stated

maturity, by acceleration or otherwise) of all obligations (including any and all Hedging

Obligations arising under the Hedging Agreements and obligations which, but for the automatic

stay under Section 362(a) of the Bankruptcy Code, would become due), indebtedness and liabilities

of the Borrower and Guarantors, now existing or hereafter incurred under, arising out of or in

connection with any and all Hedging Agreements and any renewals, modifications or extensions

thereof (including, all obligations, if any, of the Borrower as guarantor under the Credit Agreement

in respect of Hedging Agreements), and the due and punctual performance and compliance by the

Borrower and Guarantors with all of the terms, conditions and agreements contained in any

Hedging Agreement and any renewals, modifications or extensions thereof; (d) the due and

punctual payment and performance of all indebtedness, liabilities and obligations of any one or

more of the Borrower and Guarantors arising out of or relating to any Bank Products; (e) the due

and punctual payment and performance of all indebtedness, liabilities and obligations of any one

or more of the Borrower and Guarantors arising out of or relating to any Cash Management

Services; and (f) the due and punctual payment and performance of all obligations of each of the

Guarantors under the Credit Agreement and the other Loan Documents to which they are or are to

17581681331760230052

be a party and any and all renewals, modifications or extensions thereof, in whole or in part;

provided, that the term “Obligations” with respect to any Specified Guarantor shall exclude, in all

cases, any Excluded Swap Obligations of such Specified Guarantor.

“Obligor” means, with respect to any Portfolio Investment, the Person or Persons obligated

to make payments pursuant to such Portfolio Investment, including any guarantor thereof.

“Obligor EBITDA” means, with respect to each Obligor on any Debt Security or Senior

Bank Loan Investment, for the last four full fiscal quarters for which financial statements have

been provided to the Borrower by or on behalf of any Obligor with respect to the related Debt

Security or Senior Bank Loan Investment, the meaning of “EBITDA”, “Adjusted EBITDA” or

any comparable definition in the underlying Investment Documents for each such Debt Security

or Senior Bank Loan Investment, and in any case that “EBITDA”, “Adjusted EBITDA” or such

comparable definition is not defined in such underlying Investment Documents, an amount, for

the Obligor on such Debt Security or Senior Bank Loan Investment and any parent that is obligated

pursuant to the underlying Investment Documents for such Debt Security or Senior Bank Loan

Investment (determined on a consolidated basis without duplication in accordance with GAAP)

equal to earnings from continuing operations for such period plus (a) interest expense, (b) income

taxes, (c) depreciation and amortization for such four fiscal quarter period (to the extent deducted

in determining earnings from continuing operations for such period), (d) amortization of

intangibles (including, but not limited to, goodwill, financing fees and other capitalized costs),

other non-cash charges and organization costs, (e) extraordinary losses in accordance with GAAP,

(f) one-time, non-recurring non-cash charges consistent with the compliance statements and

financial reporting packages provided by the Obligors, and (g) and any other item the Borrower in

good faith deems to be appropriate; provided that with respect to any Obligor for which four full

fiscal quarters of economic data are not available, Obligor EBITDA shall be determined for such

Obligor based on annualizing the economic data from the reporting periods actually available.

“Obligor Interest Coverage Ratio” means with respect to a Debt Security or a Senior Bank

Loan Investment, either (a) the “Interest Coverage Ratio” or comparable definition set forth in the

underlying Investment Documents for such Debt Security or Senior Bank Loan Investment, or (b)

in the case of any Debt Security or Senior Bank Loan Investment with respect to which the related

underlying Investment Documents do not include a definition of “Interest Coverage Ratio” or

comparable definition (including, without limitation, any Debt Security or Senior Bank Loan

Investment considered to be “covenant-lite” with limited restrictions on the debt capacity of the

applicable Obligor), the ratio of (i) Obligor EBITDA to (ii) Obligor Interest Expense of such

Obligor with respect to the Relevant Test Period, as calculated by the Borrower in good faith.

“Obligor Interest Expense” means with respect to any Obligor, the amount which, in

conformity with GAAP, would be set forth opposite the caption “interest expense” or any like

caption reflected for the last four full fiscal quarters for which financial statements have been

provided to the Borrower by or on behalf of any Obligor with respect to the related Debt Security

or Senior Bank Loan Investment; provided that with respect to any Obligor for which four full

fiscal quarters of economic data are not available, Obligor Interest Expense shall be determined

for such Obligor based on annualizing the economic data from the reporting periods actually

available.

17581681331760230052

“Obligor Net Senior Leverage Ratio” means with respect to a Debt Security or a Senior

Bank Loan Investment either (a) the “Net Senior Leverage Ratio” or comparable definition set

forth in the underlying Investment Documents for such Debt Security or Senior Bank Loan

Investment, or (b) in the case of any Debt Security or Senior Bank Loan Investment with respect

to which the related underlying Investment Documents do not include a definition of “Net Senior

Leverage Ratio” or comparable definition (including, without limitation, any Debt Security or

Senior Bank Loan Investment considered to be “covenant-lite” with limited restrictions on the debt

capacity of the applicable Obligor), the ratio of (i) the Obligor Senior Debt (including, without

limitation, such Debt Security or Senior Bank Loan Investment) of the applicable Obligor as of

the date of determination minus the Cash of such Obligor as of such date to (ii) Obligor EBITDA

of such Obligor with respect to the Relevant Test Period, as calculated by the Borrower in good

faith.

“Obligor Senior Debt” means all Debt of any Person other than Debt that is junior or

subordinated in right of payment or upon liquidation.

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the

Treasury.

“Officer’s Certificate” has the meaning set forth in Section 3.01(e).

“Omnibus Amendment Effective Date” means April 7, 2021.

“Operating Documents” means with respect to any corporation, limited liability company,

partnership, limited partnership, limited liability partnership or other legally authorized

incorporated or unincorporated entity, the bylaws, operating agreement, partnership agreement,

limited partnership agreement, shareholder agreement or other applicable documents relating to

the operation, governance or management of such entity.

“Organizational Action” means with respect to any corporation, limited liability company,

partnership, limited partnership, limited liability partnership or other legally authorized

incorporated or unincorporated entity, any corporate, organizational or partnership action

(including any required shareholder, member or partner action), or other similar official action, as

applicable, taken by such entity.

“Organizational Documents” means with respect to any corporation, limited liability

company, partnership, limited partnership, limited liability partnership or other legally authorized

incorporated or unincorporated entity, the articles of incorporation, certificate of incorporation,

articles of organization, certificate of limited partnership or other applicable organizational or

charter documents relating to the creation of such entity.

“Other Taxes” means all present or future stamp, court or documentary, intangible,

recording, filing or similar Taxes that arise from any payment made under, from the execution,

delivery, performance, enforcement or registration of, from the receipt or perfection of a security

interest under, or otherwise with respect to, any Loan Document.

17581681331760230052

“Outbound Investment Rules” means the regulations codified at 31 C.F.R. § 850.101 et

seq. and any related public guidance issued, as of the date of the Ninth Amendment Effective Date,

by the United States Treasury Department.

“Participant” has the meaning assigned to such term in clause (d) of Section 9.07.

“Participant Register” has the meaning assigned to such term in clause (d) of Section 9.07.

“Participating Member State” means any member state of the European Community that

adopts or has adopted the Euro as its lawful currency in accordance with the legislation of the

European Union relating to the European Monetary Union.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate

Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law

October 26, 2001.

“Payment Recipient” has the meaning assigned to it in Section 7.13(a).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any

or all of its functions under ERISA.

“Periodic Term SOFR Determination Day” has the meaning set forth in the definition of

“Term SOFR”.

“Permitted Encumbrances” means Liens described in Section 5.14.

“Permitted Liens” means any Lien described in clauses (b), (c), (d), (e), (f) (other than with

respect to a refinancing of a Lien permitted under Section 5.14(a)), (g), (i), (j), (l), (m), (r), (s), (t),

(u) and (v) of Section 5.14.

“Permitted Policy Amendment” means any change, alteration, expansion, amendment,

modification, termination, restatement or replacement of the Investment Policies that is one of the

following: (a) approved in writing by the Administrative Agent (with the consent of the Required

Lenders), (b) required by applicable law, rule, regulation or Governmental Authority, or (c) not

materially adverse to the rights, remedies or interests of the Lenders in the reasonable discretion

of the Administrative Agent (for the avoidance of doubt, no change, alteration, expansion,

amendment, modification, termination or restatement of the Investment Policies shall be deemed

“material” if investment size proportionately increases as the size of the Borrower’s capital base

changes).

“Permitted SBIC Guarantee” means a guarantee by the Borrower of Debt of an SBIC Entity

on the Small Business Administration’s then applicable form (or the applicable form at the time

such guarantee was entered into), provided that the recourse to the Borrower thereunder is

expressly limited only to periods after the occurrence of an event or condition that is an

impermissible change in the control of such SBIC Entity (it being understood that, as provided in

clause (w) of Section 6.01, it shall be an Event of Default hereunder if any such event or condition

giving rise to such recourse occurs).

17581681331760230052

“Person” means a natural person, a corporation, a limited liability company, a partnership

(including without limitation, a joint venture), an unincorporated association, a trust or any other

entity or organization, including, but not limited to, a Governmental Authority.

“Plan” means at any time an employee pension benefit plan which is covered by Title IV

of ERISA or subject to the minimum funding standards under Section 412 of the Code and is either

(i) maintained by a member of the Controlled Group for employees of any member of the

Controlled Group or (ii) maintained pursuant to a collective bargaining agreement or any other

arrangement under which more than one employer makes contributions and to which a member of

the Controlled Group is then making or accruing an obligation to make contributions or has within

the preceding 5 plan years made contributions.

“Pledge Agreement” means the Third Amended and Restated Equity Pledge Agreement,

dated as of the Closing Date, by and among the Borrower, the Guarantors and the Administrative

Agent for the benefit of the Secured Parties, as amended, modified or supplemented from time to

time.

“Portfolio Investment” means an investment made by the Borrower in the ordinary course

of business and consistent with the Investment Policies in a Person that is accounted for under

GAAP as a portfolio investment of the Borrower. Portfolio Investments shall include Cash, Cash

Equivalents, Core Portfolio Investments, Senior Bank Loan Investments and Debt Securities.

“Pre-Positioned Investment” means any Investment that will be funded with the proceeds

of an Advance hereunder and which is designated by the Borrower in writing to the Administrative

Agent as a “Pre-Positioned Investment”.

“Primary Obligor” means, with respect to any Portfolio Investment, the principal Obligor

directly obligated to repay all obligations owing under such Portfolio Investment, including joint

and several liability for such obligation, if more than one Obligor exists; provided, however,

“Primary Obligor” does not include any Person who acts solely as a guarantor or surety with

respect to such Portfolio Investment.

“Prime Rate” means the rate which is quoted as the “prime rate” in the print edition of The

Wall Street Journal, Money Rates Section.

“Proceeds” shall have the meaning given to it under the UCC and shall include without

limitation the collections and distributions of Collateral, cash or non-cash.

“Properties” means all real property owned, leased or otherwise used or occupied by a Loan

Party or any Subsidiary of a Loan Party, wherever located. “Property” means any one of such

Properties.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of

Labor, as any such exemption may be amended from time to time.

“Qualified ECP Guarantor” shall mean, at any time, each Loan Party with total assets

exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the

17581681331760230052

Commodity Exchange Act and can cause another person to qualify as an “eligible contract

participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Quarterly Payment Date” means each March 31, June 30, September 30 and December

31, or, if any such day is not a Business Day, the next succeeding Business Day.

“Quoted Investment” means a Portfolio Investment for which market quotations are readily

available from an Approved Pricing Service, or, in the case of Eligible Quoted Senior Bank Loan

Investments, from an Approved Pricing Service or an Approved Dealer. All Eligible Quoted

Senior Bank Loan Investments and Eligible Debt Securities must be Quoted Investments.

“Redeemable Preferred Securities” of any Person means any preferred stock or similar

Capital Securities (including, without limitation, limited liability company membership interests

and limited partnership interests) issued by such Person which is at any time prior to the Extended

Final Maturity Date either (i) mandatorily redeemable (by sinking fund or similar payments or

otherwise) or (ii) redeemable at the option of the holder thereof (other than (x) if such holder is a

Loan Party, (y) as a result of a change of control or (z) in connection with any purchase,

redemption, retirement, acquisition, cancellation or termination with, or in exchange for, shares of

Capital Securities that are not Redeemable Preferred Securities).

“Register” has the meaning set forth in Section 9.07(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the

partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and

representatives of such Person and of such Person’s Affiliates.

“Related Property” means, with respect to any Portfolio Investment, any property or other

assets of the Obligor thereunder pledged or purported to be pledged as collateral to secure the

repayment of such Portfolio Investment.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal

Reserve Bank of New York, or a committee officially endorsed or convened by the Federal

Reserve Board and/or the Federal Reserve Bank of New York or, in each case, any successor

thereto.

“Relevant Test Period” means with respect to each Obligor on a Debt Security or a Senior

Bank Loan Investment, the relevant test period for the calculation of Obligor Net Senior Leverage

Ratio or Obligor Interest Coverage Ratio, as applicable, for such Debt Security or Senior Bank

Loan Investment in accordance with the related underlying Investment Documents or, if no such

period is provided for therein, the last four consecutive reported fiscal quarters of the principal

Obligor on such Debt Security or Senior Bank Loan Investment; provided that with respect to any

Debt Security or Senior Bank Loan Investment for which the relevant test period is not provided

for in the related underlying Investment Documents, if four (4) consecutive fiscal quarters have

not yet elapsed since the closing date of the relevant underlying Investment Documents, “Relevant

Test Period” shall initially include the period from such closing date to the end of the fourth fiscal

17581681331760230052

quarter thereafter, and shall subsequently include each period of the last four (4) consecutive

reported fiscal quarters of such Obligor.

“Required Lenders” means at any time Lenders having more than 50% of the aggregate

amount of the Revolver Commitments or, if the Revolver Commitments are no longer in effect,

Lenders holding more than 50% of the aggregate outstanding principal amount of the Revolving

Credit Exposure; provided, however, that the Revolver Commitments and any outstanding

Revolver Advances of any (a) Defaulting Lender and (b) Non-Extending Lender with respect to

any amendment to this Agreement that will not be effective until after the Non-Extended Final

Maturity Date of such Non-Extending Lender, shall be excluded for purposes of making a

determination of Required Lenders.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK

Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, as to any Person, the president, chief executive officer, chief

financial officer, senior vice president, vice president, senior managing director or treasurer of

such Person.

“Restricted Payment” means (i) any dividend or other distribution on any shares of the

Borrower’s Capital Securities (except dividends payable solely in shares of its Capital Securities);

(ii) any payment of management, consulting, advisory or similar fees; or (iii) any payment on

account of the purchase, redemption, retirement or acquisition of (a) any shares of the Borrower’s

Capital Securities (except shares acquired upon the conversion thereof into other shares of its

Capital Securities) or (b) any option, warrant or other right to acquire shares of the Borrower’s

Capital Securities (it being understood that none of: (w) the conversion features under convertible

notes; (x) the triggering and/or settlement thereof or in respect of the mandatory redemption or

repurchase of such notes resulting from a “fundamental change” (as such term is customarily

defined in convertible note offerings); or (y) any cash payment made by the Borrower in respect

thereof, shall constitute a Restricted Payment hereunder).

“Restrictive Provisions” has the meaning set forth in Section 5.28(d).

“Return of Capital” means (a) any net cash amount received by the Borrower or any

Subsidiary (other than a SBIC Entity or a SPV Subsidiary) in respect of the outstanding principal

of any Investment (whether at stated maturity, by acceleration or otherwise), (b) without

duplication of amounts received under clause (a), any net cash proceeds received by the Borrower

from the sale of any property or assets pledged as collateral in respect of any Investment to the

extent such net cash proceeds are less than or equal to the outstanding principal balance of such

Investment, (c) any net cash amount received by the Borrower in respect of any Investment that is

a Capital Security (x) upon the liquidation or dissolution of the issuer of such Investment, (y) as a

distribution of capital made on or in respect of such Investment, or (z) pursuant to the

recapitalization or reclassification of the capital of the issuer of such Investment or pursuant to the

reorganization of such issuer or (d) any similar return of capital received by the Borrower in cash

in respect of any Investment (in the case of clauses (a), (b), (c) and (d), net of any fees, costs,

expenses and Taxes payable with respect thereto).

17581681331760230052

“Revolver Advance” means an advance made to the Borrower under this Agreement

pursuant to Section 2.01. A Revolver Advance is a Tranche Term Benchmark Advance if such

Revolver Advance has an Interest Period described in subsection (i) of the definition of Interest

Period. A Revolver Advance is an Index Term Benchmark Advance if such Revolver Advance is

a Term Benchmark Advance and has an Interest Period described in subsection (ii) of the definition

of Interest Period.

“Revolver Commitment” means, with respect to each Lender, (i) the amount set forth

opposite the name of such Lender on Schedule 2.01, or on any amendment, supplement or joinder

that may be executed from time to time after the Closing Date, or (ii) as to any Lender which enters

into an Assignment and Assumption (whether as transferor Lender or as assignee thereunder), the

amount of such Lender’s Revolver Commitment after giving effect to such Assignment and

Assumption, in each case as such amount may be reduced from time to time pursuant to Sections

2.08, 2.09, 2.16 and 9.04(c).

“Revolver Notes” means the promissory notes of the Borrower, substantially in the form

of Exhibit B-1 hereto, evidencing the obligation of the Borrower to repay the Revolver Advances,

together with all amendments, consolidations, modifications, renewals, substitutions and

supplements thereto or replacements thereof and “Revolver Note” means any one of such Revolver

Notes.

“Revolving Credit Exposure” means the aggregate outstanding principal amount of all

Revolver Advances of all Lenders, plus the Swingline Exposure, plus the LC Exposure.

“RIC” or “regulated investment company” shall mean an investment company or business

development company that qualifies for the special tax treatment provided for by subchapter M of

the Code.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-

Hill Companies, Inc., and any successor thereto.

“Sale/Leaseback Transaction” means any arrangement with any Person providing, directly

or indirectly, for the leasing by any Loan Party or any of its Subsidiaries of real or personal

property which has been or is to be sold or transferred by any Loan Party or such Subsidiary to

such Person or to any other Person to whom funds have been or are to be advanced by such Person

on the security of such property or rental obligations of any Loan Party or such Subsidiary.

“Sanctioned Country” means, at any time, a country, territory or region that is the subject

or target of any country or territorycomprehensive country-wide, territory-wide or region-wide

Sanctions administered by a Sanctions Authority.

“Sanctions” has the meaning assigned to such term in Section 4.32(a).

“Sanctions Authority” has the meaning assigned to such term in Section 4.32(a).

“SBIC Entities” means each of (1) Main Street Mezzanine Fund, LP, (2) Main Street

Mezzanine Management, LLC, (3) Main Street Capital II, LP, (4) Main Street Capital II GP, LLC,

17581681331760230052

(5) Main Street Capital III, LP, (6) Main Street Capital III GP, LLC and (7) any other future “small

business investment company” that is governed by the Restrictive Provisions or any other company

that has applied for a license under the Small Business Investment Act of 1958 and is actively

pursuing the granting thereof by appropriate proceedings promptly instituted and diligently

conducted, is owned, directly or indirectly, by Borrower, and that has been designated by the

Borrower as described below (in each case, including such company’s general partner or managing

entity to the extent that the only material asset of such general partner or managing entity is its

equity interests in the SBIC Entity); provided, in the case of clause (7), (a) no portion of the Debt

or any other obligations (contingent or otherwise) of such Subsidiary: (i) is Guaranteed by any

Loan Party (other than a Permitted SBIC Guarantee or analogous commitment), (ii) is recourse to

or obligates any Loan Party in any way (other than in respect of any SBIC Equity Commitment,

Permitted SBIC Guarantee or analogous commitment), or (iii) subjects any property of any Loan

Party, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than equity

interests in any SBIC Entity pledged to secure such Debt, and (b) no Loan Party has any obligation

to maintain or preserve such Subsidiary’s financial condition or cause such entity to achieve certain

levels of operating results (other than in respect of any SBIC Equity Commitment, Permitted SBIC

Guarantee or analogous commitment). Any designation by the Borrower pursuant to clause (7)

shall be effected pursuant to a certificate of a Responsible Officer delivered to the Administrative

Agent, which certificate shall include a statement to the effect that, to the best of such officer’s

knowledge, such designation complied with the foregoing conditions.

“SBIC Equity Commitment” means a commitment by the Borrower to make one or more

capital contributions to an SBIC Entity.

“Screen Rate” has the meaning set forth in the definition of “Term SOFR”.

“SEC” means the United States Securities and Exchange Commission or any

Governmental Authority succeeding to any or all of the functions thereof.

“Secured Parties” shall mean collectively: (1) the Administrative Agent in its capacity as

such under this Agreement, the Collateral Documents and the other Loan Documents; (2) the

Lenders; (3) the Issuing BankBanks; (4) the Hedge Counterparties in their capacity as such under

the Hedging Agreements; (5) any Bank Product Bank or Cash Management Bank; and (6) except

as otherwise provided in the definitions of “Bank Products”, “Cash Management Services” and

“Hedging Counterparties,” the successors and assigns of the foregoing.

“Security Agreement” means the Third Amended and Restated General Security

Agreement by and among the Borrower, the Guarantors and the Administrative Agent for the

benefit of the Secured Parties to be executed and delivered in connection herewith, as amended,

modified or supplemented from time to time.

“SEMS” means the Superfund Enterprise Management System Database.

“Senior Bank Loan Investment” means a Portfolio Investment constituting a Debt

obligation (including without limitation term loans, the funded portion of revolving credit lines

17581681331760230052

and letter of credit facilities and other similar loans and investments including interim loans) which

is made by Borrower as a lender under a syndicated loan or credit facility.

“Senior Securities” means senior securities (as such term is defined and determined

pursuant to the Investment Company Act and any no-action letters or orders of the SEC issued to

or with respect to the Borrower or generally to business development companies thereunder,

including, without limitation any exemptive relief granted by the SEC with respect to the Debt of

any joint venture, SPV Subsidiary or SBIC Entity or otherwise (including, for the avoidance of

doubt, any exclusion of such Debt in the foregoing calculation).

“Seventh Amendment Effective Date” means April 30, 2025.

“Sixth Amendment Effective Date” means June 27, 2024.

“SOFR” means a rate per annum equal to the secured overnight financing rate as

administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor

administrator of the secured overnight financing rate).

“Special Equity Interests” means any Capital Security (excluding Debt Securities and other

Eligible Investments) that is an equity investment and subject to a Lien in favor of creditors of the

issuer of such Capital Security, provided that (a) such Lien was created to secure only Debt owing

by such issuer (or its subsidiaries) to such creditors, and (b) the issuer of such Capital Security is

not a Loan Party or a Subsidiary of a Loan Party. Notwithstanding anything contained herein to

the contrary, Special Equity Interests shall exclude Eligible Debt Securities and other Eligible

Investments.

“Specified Guarantor” means any Guarantor that is not an “eligible contract participant”

under the Commodity Exchange Act (determined prior to giving effect to Section 10.10).

“SPV Subsidiary” means:

(a)

any bankruptcy remote, special purpose, Wholly Owned Subsidiary of the

Borrower appointed by the Borrower as a “SPV Subsidiary” prior to the Omnibus Amendment

Effective Date;

(b)

in the case of any entity designated as an SPV Subsidiary (other than a passive

holding company) after the Omnibus Amendment Effective Date, a direct or indirect Subsidiary

of the Borrower to which any Loan Party sells, conveys or otherwise transfers (whether directly or

indirectly) Investments, which engages in no material activities other than in connection with the

purchase, holding, disposition or financing of such assets, so long as:

(i)

no portion of the Debt or any other obligations (contingent or otherwise) of

which (x) is Guaranteed by any Loan Party (other than Guarantees in respect of Standard

Securitization Undertakings), (y) is recourse to or obligates any Loan Party in any way

other than pursuant to Standard Securitization Undertakings or (z) subjects any property of

17581681331760230052

any Loan Party, directly or indirectly, contingently or otherwise, to the satisfaction thereof,

other than pursuant to Standard Securitization Undertakings or any Guarantee thereof;

(ii)

no Loan Party has any material contract, agreement, arrangement or

understanding other than on terms, taken as a whole, not materially less favorable to such

Loan Party than those that might be obtained at the time from Persons that are not Affiliates

of any Loan Party, other than fees payable in the ordinary course of business in connection

with servicing receivables; and

(iii)

no Loan Party has any obligation to maintain or preserve such entity’s

financial condition or cause such entity to achieve certain levels of operating results; and

(c)

in the case of a passive holding company designated as an SPV Subsidiary (as

provided below) after the Omnibus Amendment Effective Date, such passive holding company,

so long as:

(i)

such passive holding company is the direct parent of a SPV Subsidiary

referred to in clauses (a) or (b);

(ii)

such passive holding company engages in no activities and has no assets

(other than in connection with the transfer of assets to and from a SPV Subsidiary referred

to in clauses (a) or (b), and its ownership of all of the equity interests of a SPV Subsidiary

referred to in clauses (a) or (b)) or liabilities;

(iii)

no Loan Party has any contract, agreement, arrangement or understanding

with such passive holding company; and

(iv)

no Loan Party has any obligation to maintain or preserve such passive

holding company’s financial condition or cause such entity to achieve certain levels of

operating results.

Any designation of a SPV Subsidiary by the Borrower pursuant to clauses (b) or

Administrative Agent, which certificate shall include a statement to the effect that, to the

best of such Responsible Officer’s knowledge, such designation complied with each of the

conditions set forth in clause (b) or (c), as applicable. Each Subsidiary of an SPV

Subsidiary shall be deemed to be an SPV Subsidiary and shall comply with the foregoing

requirements of this definition.

“Standard Securitization Undertakings” means, collectively, (a) customary arms-length

servicing obligations (together with any related performance guarantees), (b) obligations (together

with any related performance guarantees) to refund the purchase price or grant purchase price

credits for dilutive events or misrepresentations (in each case unrelated to the collectability of the

assets sold or the creditworthiness of the associated account debtors), (c) representations,

warranties, covenants and indemnities (together with any related performance guarantees) of a

type that are reasonably customary in accounts receivable securitizations or securitizations of

17581681331760230052

financial assets and (d) obligations (together with any related performance guarantees) under any

bad boy guarantee or guarantee of any make-whole premium.

“Subsequent Borrowings” has the meaning set forth in Section 2.14(e).

“Subsidiary” of any Person means a corporation, partnership or other entity of which shares

of stock or other ownership interests having ordinary voting power (other than stock or such other

ownership interest having such power only by reason of the happening of a contingency) to elect

a majority of the board of directors or other managers of such corporation, partnership or other

entity are at the time owned, or the management of which is otherwise controlled, directly or

indirectly through one or more intermediaries, or both, by such Person; provided however, the

term “Subsidiary” shall not include any Person that constitutes an investment made by the

Borrower or a Subsidiary in the ordinary course of business and consistently with the Investment

Policies in a Person that is accounted for under GAAP as a portfolio investment of the Borrower;

provided, however, on condition that MSC solely operates as an investment manager and only

holds assets that relate to or facilitate its provision of investment advisory services or otherwise

are customarily held by an investment manager, including, without limitation, cash and cash

equivalents, receivables, deferred assets, and contractual rights to earn fee income or carried

interest. MSC shall not be a “Subsidiary” for purposes of this Agreement. Unless otherwise

qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a

Subsidiary or Subsidiaries of the Borrower.

“Swap Obligation” shall mean, with respect to any Guarantor, any obligation to pay or

perform under any agreement, contract or transaction that constitutes a “swap” within the meaning

of Section 1a(47) of the Commodity Exchange Act.

“Swing Advance” means an Advance made by thea Swingline Lender pursuant to

Section 2.01, which must be a Base Rate Advance or an Index Term Benchmark Advance.

“Swing Advance Note” means the promissory note of the Borrower, substantially in the

form of Exhibit B-2, evidencing the obligation of the Borrower to repay the Swing Advances,

together with all amendments, consolidations, modifications, renewals, and supplements thereto.

“Swing Borrowing” means a borrowing hereunder consisting of Swing Advances made to

the Borrower by the Swingline Lender pursuant to Article II. A Swing Borrowing is a “Base Rate

Borrowing” if such Swing Advances are Base Rate Advances. A Swing Borrowing is an “Index

Term Benchmark Borrowing” if such Swing Advances are Index Term Benchmark Advances.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swing

Advances outstanding at such time. The Swingline Exposure of any Lender at any time shall be

the sum of (i) its Applicable Percentage of the total Swingline Exposure at such time. (excluding,

for purpose of this clause (i), in the case of any Lender that is a Swingline Lender, Swing Advances

made by it that are outstanding at such time), adjusted to give effect to any reallocation under

Section 9.08 of the Swingline Exposure of Defaulting Lenders in effect at such time, plus (ii) in

the case of any Lender that is a Swingline Lender, the aggregate principal amount of all Swing

17581681331760230052

Advances made by such Lender outstanding at such time, less the amount of participations funded

by the other Lenders in such Swing Advances.

“Swingline Lender” means Truist, The Huntington National Bank, Bank OZK and Royal

Bank of Canada, each in its capacity as a lender of Swing Advances hereunder.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings

(including backup withholding), assessments, fees or other charges imposed by any Governmental

Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Benchmark Advance” means, with respect to any Advance, such Advance during

Interest Periods when such Advance bears or is to bear interest at a rate based upon the Term

Benchmark Rate. A Term Benchmark Advance is a Tranche Term Benchmark Advance if such

Term Benchmark Advance has an Interest Period described in subsection (i) of the definition of

Interest Period. A Term Benchmark Advance is an Index Term Benchmark Advance if such Term

Benchmark Advance has an Interest Period described in subsection (ii) of the definition of Interest

Period.

“Term Benchmark Banking Day” means any day except for (i) a Saturday, (ii) a Sunday,

or (iii) or a day on which the Securities Industry and Financial Markets Association recommends

that the fixed income departments of its members be closed for the entire day for purposes of

trading in United States government securities.

“Term Benchmark Rate” has the meaning set forth in Section 2.06(c).

“Term SOFR” means,

(a)

for any calculation with respect to a Term Benchmark Borrowing for any Interest

Period, the sum of (i) the applicable Term SOFR Credit Adjustment Spread for such Interest Period

and (ii) the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period

on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) Term

Benchmark Banking Days prior to the first day of such Interest Period, as such rate is published

by the Term SOFR Administrator (the “Screen Rate”); provided, that if as of 5:00 P.M. (Eastern

time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the

applicable tenor has not been published by the Term SOFR Administrator and a Benchmark

Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term

SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR

Administrator on the first preceding Term Benchmark Banking Day for which such Term SOFR

Reference Rate for such tenor was published by the Term SOFR Administrator so long as such

first preceding Term Benchmark Banking Day is not more than three (3) Term Benchmark

Banking Days prior to such Periodic Term SOFR Determination Day; and

(b)

for any calculation with respect to a Base Rate Borrowing on any day, the sum of

(i) the applicable Term SOFR Credit Adjustment Spread for Term Benchmark Loans for an

Interest Period of one month and (ii) the Term SOFR Reference Rate for a tenor of one month on

the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) Term

17581681331760230052

Benchmark Banking Days prior to such day, as such rate is published by the Term SOFR

Administrator; provided that if as of 5:00 p.m. on any Base Rate Term SOFR Determination Day

the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR

Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate

has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as

published by the Term SOFR Administrator on the first preceding Term Benchmark Banking Day

for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR

Administrator so long as such first preceding Term Benchmark Banking Day is not more than

three (3) Term Benchmark Banking Days prior to such Base Rate Term SOFR Determination Day.

“Term SOFR Administrator” means the CME Group Benchmark Administration Limited

(CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the

Administrative Agent in its reasonable discretion).

“Term SOFR Credit Adjustment Spread” means 0.10%.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Termination Date” means the earlier to occur of (i) the Extended Final Maturity Date (or

such later date to which such date shall have been extended pursuant to Section 2.15), (ii) the date

the Revolver Commitments are terminated pursuant to Section 6.01 following the occurrence of

an Event of Default, or (iii) the date the Borrower terminates the Revolver Commitments entirely

pursuant to Section 2.08.

“Third Parties” means all lessees, sublessees, licensees and other users of the Properties,

excluding those users of the Properties in the ordinary course of the Borrower’s business and on a

temporary basis.

“Title Policy” means with respect to each Mortgaged Property, the mortgagee title

insurance policy (together with such endorsements as the Administrative Agent may reasonably

require) issued to the Administrative Agent in respect of such Mortgaged Property by an insurer

selected by the Administrative Agent, insuring (in an amount satisfactory to the Administrative

Agent) the Lien of the Administrative Agent for the benefit of the Secured Parties on such

Mortgaged Property to be duly perfected and first priority (subject to Permitted Liens).

“Total Assets” means, as of any date of determination, the value of the total assets of the

Loan Parties on a consolidated basis (excluding the aggregate value of the equity interests in MSC),

less all liabilities and indebtedness not represented by Senior Securities, in each case, as of such

date of determination.

“Total Assets Concentration Limitation” means, as of any date of determination, the

amount by which the aggregate value of equity interests in SBIC Entities and SPV Subsidiaries

held by the Loan Parties as of such date of determination exceeds 15% of the Total Assets as of

such date of determination.

17581681331760230052

“Total Secured Debt” means, as of any date of determination, the aggregate amount of

Senior Securities representing secured indebtedness of the Loan Parties as of such date of

determination.

“Total Unused Revolver Commitments” means at any date, an amount equal to: (A) the

aggregate amount of the Revolver Commitments of all of the Lenders at such time, less (B) the

sum of the aggregate outstanding principal amount of the Revolver Advances and Swing Advances

of all of the Lenders at such time, less (C) the LC Exposure of all of the Lenders at such time.

“Truist” means Truist Bank.

“UCC” means the Uniform Commercial Code as from time to time in effect in the specified

jurisdiction.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under

the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential

Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended

from time to time) promulgated by the United Kingdom Financial Conduct Authority, which

includes certain credit institutions and investment firms, and certain affiliates of such credit

institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative

authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the

Benchmark Replacement Adjustment.

“Unquoted Investment” means a Portfolio Investment for which market quotations from

an Approved Pricing Service, or, in the case of Eligible Senior Bank Loan Investments, an

Approved Pricing Service or Approved Dealer, are not readily available. Only Eligible Core

Portfolio Investments and Eligible Unquoted Senior Bank Loan Investments may be Unquoted

Investments.

“Unrestricted Assets” means the aggregate amount of Cash and Cash Equivalents held in

accounts on the consolidated balance sheet of Borrower and its Consolidated Subsidiaries, to the

extent that (a) the application of such Cash and Cash Equivalents to payment of the applicable

Debt is not prohibited by Applicable Law or other agreement and (b) such Cash and Cash

Equivalents are free and clear of all Liens (other than Liens permitted under Sections 5.14(j) and

5.14(l)); provided that Cash Collateral for outstanding Letters of Credit shall not be treated as

Unrestricted Assets.

“Unused Commitment” means at any date, with respect to any Lender, an amount equal to

its Revolver Commitment less the sum of the aggregate outstanding principal amount of the sum

of its Revolver Advances and its Applicable Percentage of LC Exposure.

17581681331760230052

“Value” means, as of any date of determination, the value assigned by the Borrower to

each of its Portfolio Investments as provided below:

(a)

Quoted Investments. With respect to Quoted Investments, the Borrower

shall, not less frequently than once per week, or upon request of the Administrative Agent,

determine the market value of such Portfolio Investments in accordance with the following

methodologies, as applicable:

(i)

in the case of any Portfolio Investment traded on an exchange, the

closing price for such Portfolio Investment most recently posted on such exchange;

(ii)

in the case of any Portfolio Investment not traded on an exchange,

the fair market value thereof as determined by an Approved Pricing Service or other

quotation acceptable to the Administrative Agent in its sole discretion; and

(iii)

in the case of any Eligible Quoted Senior Bank Loan Investment not

traded on an exchange or priced by an Approved Pricing Service, the average ask

and bid prices as determined by two Approved Dealers selected by the Borrower;

provided, however, that to the extent a single agent or counterparty makes the

market in the Eligible Quoted Senior Bank Loan Investment, the average ask and

bid prices as determined by the single Approved Dealer shall be used.

(b)

Unquoted Investments. With respect to Unquoted Investments,

(i) the fair value of such Investment shall be determined, not less

frequently than once per Fiscal Quarter, in accordance with, the Investment

Company Act and any orders of the SEC by the Board of Directors (or appropriate

committee thereof with the necessary delegated authority) of the Borrower in its

good faith judgment and consistent with past practices as described in the

Borrower’s annual report on Form 10-K for the year ended December 31, 2017 and

quarterly report on Form 10-Q for the quarter ended March 31, 2018 filed with the

SEC as such practices may be amended from time to time in accordance with the

last sentence in this definition of “Value”, including consideration of valuation

procedures of an Approved Third-Party Appraiser selected by the Borrower;

provided that (x) the Borrower shall cause Approved Third-Party Appraisers

selected by the Borrower to assist the Borrower in determining the Value of at least

25% of Unquoted Investments owned by a Loan Party two weeks prior to the end

of each Fiscal Quarter and (y) with respect to all Unquoted Investments (A) that a

Loan Party has owned continuously for the immediately preceding four or more

Fiscal Quarters and (B) for which an Approved Third-Party Appraiser selected by

the Borrower has failed to determine the Value during the immediately preceding

four Fiscal Quarters, the aggregate value thereof so determined shall not exceed

10% of the Borrowing Base at any time. The valuation practices described in the

Borrower’s annual report on Form 10-K for the year ended December 31, 2017 and

quarterly report on Form 10-Q for the quarter ended March 31, 2018 filed with the

SEC may be amended from time to time as disclosed in any subsequent annual

17581681331760230052

report on Form 10-K or quarterly report on Form 10-Q filed with the SEC; provided

that the Borrower shall furnish to the Administrative Agent, prior to the effective

date of any material amendment or modification, prompt notice of any such

material amendment or modification to such practices and shall not agree or

otherwise permit to occur any modification of such practices in any manner that

would or would reasonably be expected to adversely affect the interests or remedies

of the Administrative Agent or the Secured Parties under this Agreement or any

Loan Document or impair the collectability of any Investment without the prior

written consent of the Administrative Agent (in its sole discretion).

(ii)

At least six (6) weeks prior to the end of each Fiscal Quarter, the

Administrative Agent in its reasonable discretion shall select (and inform the

Borrower of) the particular Unquoted Investments included in the Borrowing Base

as of the Fiscal Quarter immediately preceding such Fiscal Quarter (such preceding

Fiscal Quarter, the “Testing Quarter”) to be valued by an Approved Third-Party

Appraiser selected by the Administrative Agent that collectively have an aggregate

Value approximately equal to the Calculation Amount.

The Administrative

Agent’s valuation shall not be required to coincide with the timing of any valuations

conducted by the Board of Directors (or appropriate committee thereof with the

necessary delegated authority) of the Borrower pursuant to the paragraph above.

(iii) Notwithstanding the foregoing, the Administrative Agent shall have

the right to request any Unquoted Investment be independently valued by an

Approved Third-Party Appraiser selected by the Administrative Agent at any time

and there shall be no limit on the number of such appraisals requested by the

Administrative Agent; provided that (i) any appraisal shall be conducted in a

manner that is not disruptive to the Borrower’s business and (ii) the values

determined by an appraisal shall be treated as confidential information by the

Administrative Agent and the Lenders and shall be deemed to be “Information” for

purposes of this Agreement and the other Loan Documents and shall be subject to

all confidentiality provisions hereof and thereof. The Administrative Agent shall

notify the Borrower of its receipt of results from such Approved Third-Party

Appraiser of any appraisal and provide a copy of the results and any related reports

to the Borrower. If the difference between the Borrower’s valuation and such

Approved Third-Party Appraiser’s valuation is (1) less than 5% of the Borrower’s

value thereof, then the Borrower’s valuation shall be used, (2) between 5% and

20% of the Borrower’s value thereof, then the valuation of such Unquoted

Investment shall be the average of the value determined by the Borrower and the

value determined by such Approved Third-Party Appraiser selected by the

Administrative Agent, and (3) greater than 20% of the Borrower’s value thereof,

then the Borrower and the Administrative Agent shall retain an additional

Approved Third-Party Appraiser and the valuation of such Portfolio Investment

shall be the average of the three valuations (with the Administrative Agent’s

Approved Third-Party Appraisers valuation to be used until the third valuation is

obtained). For the avoidance of doubt, such supplemental values shall be applicable

only to and used only for determining value under this Agreement and shall not be

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deemed fair value of such asset under ASC 820 for purposes of the Borrower’s

financial statements, the Investment Company Act or otherwise.

(iv)

The Borrower shall be required to reimburse the Administrative

Agent’s reasonable and documented out-of-pocket costs and expenses incurred by

the Administrative Agent in connection with the Administrative Agent obtaining a

valuation in accordance with this definition; provided that, so long as no Event of

Default exists, the Borrower shall not be required to reimburse more than an amount

equal to the greater of (i) $200,000 and (ii) 0.05% of the Revolver Commitments

of all Lenders of the Administrative Agent’s valuation costs and expenses

(excluding any valuation costs and expenses incurred by the Administrative Agent

as a result of a regulatory directive) in any twelve month period (the “Valuation

Expense Cap”).

“Value Triggering Event” means with respect to a Debt Security or a Senior Bank Loan

Investment, such Debt Security or Senior Bank Loan Investment has a Value of less than 65% of

par value and any one of more of the following events shall have occurred:

(a)

the Obligor Net Senior Leverage Ratio for any Relevant Test Period of the

related Obligor with respect to such Debt Security or Senior Bank Loan Investment is (i)

greater than 3.50 and (ii) greater than 0.50 higher than the original Obligor Net Senior

Leverage Ratio on the date that the investment in the Debt Security or Senior Bank Loan

Investment was made by Borrower (such original Obligor Net Senior Leverage Ratio

determined based upon pro forma data in the offering materials to the extent such Debt

Security or Senior Bank Loan Investment was made by the Borrower prior to four full

fiscal quarters elapsing since the date on which the Obligor incurred the relevant Debt); or

(b)

the Obligor Interest Coverage Ratio for any Relevant Test Period of the

related Obligor with respect to such Debt Security or Senior Bank Loan Investment is (i)

less than 1.50 to 1.00 and (ii) less than 85% of the original Obligor Interest Coverage Ratio

on the date that the investment in the Debt Security or Senior Bank Loan Investment was

made by Borrower (such original Obligor Interest Coverage Ratio determined based upon

pro forma data in the offering materials to the extent such Debt Security or Senior Bank

Loan Investment was made by the Borrower prior to four full fiscal quarters elapsing since

the date on which the Obligor incurred the relevant Debt); or

(c)

an Obligor payment default under such Debt Security or Senior Bank Loan

Investment (after giving effect to any grace and/or cure period set forth in the applicable

loan agreement, but not to exceed five days) (including in respect of the acceleration of the

debt under the applicable underlying Investment Document); or

(d)

a default as to all or any portion of one or more payments of principal or

interest has occurred in relation to any other senior or pari passu obligation for borrowed

money of the related Obligor (after giving effect to any grace and/or cure period set forth

in the applicable underlying Investment Document, but not to exceed five days); or

17581681331760230052

(e)

the failure of an Obligor to deliver (i) with respect to quarterly reports, any

financial statements (including unaudited financial statements) to the Borrower sufficient

to calculate any applicable Obligor Net Senior Leverage Ratio of the related Obligor by

the later of (A) the date that is ninety (90) days after the end of the first, second or third

quarter of any fiscal year of the related Obligor or (B) the date five (5) days after the

delivery date for such information as allowed by the underlying Investment Documents,

including any grace periods thereunder, and (ii) with respect to annual reports, any audited

financial statements to the Administrative Agent sufficient to calculate any applicable

Obligor Net Senior Leverage Ratio of the related Obligor by the later of (A) the date that

is one hundred and fifty (150) days after the end of any fiscal year of the related Obligor

or (B) the date that is five (5) days after the delivery date for such information as allowed

by the underlying Investment Documents, including any grace periods thereunder, unless,

in any case, as otherwise agreed to by the Administrative Agent in its sole discretion; or

(f)

any amendment or waiver of, or modification or supplement to, the

underlying Investment Documents governing a Loan executed on or effected on or after

the date on which the Borrower acquired such Loan is entered into that amends, waives,

forbears, supplements or otherwise modifies in any way the definition of “Net Senior

Leverage Ratio” or “Interest Coverage Ratio” (or any respective comparable definition in

the applicable underlying Investment Documents) or the definition of any component

thereof in a manner that, in the reasonable discretion of the Administrative Agent, is

materially adverse to the Administrative Agent or any Lender.

“Voting Stock” means securities (as such term is defined in Section 2(1) of the Securities

Act of 1933, as amended) of any class or classes, the holders of which are ordinarily, in the absence

of contingencies, entitled to cast votes in any election of any corporate directors (or Persons

performing similar functions).

“Wholly Owned Subsidiary” means any Subsidiary all of the Capital Securities of which

are at the time directly or indirectly owned by the Borrower.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution

Authority, the write-down and conversion powers of such EEA Resolution Authority from time to

time under the Bail-In Legislation for the applicable EEA Member Country, which write-down

and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect

to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In

Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial

Institution or any contract or instrument under which that liability arises, to convert all or part of

that liability into shares, securities or obligations of that person or any other person, to provide that

any such contract or instrument is to have effect as if a right had been exercised under it or to

suspend any obligation in respect of that liability or any of the powers under that Bail-In

Legislation that are related to or ancillary to any of those powers.

SECTION 1.02.

Accounting Terms and Determinations. Unless otherwise specified

herein, all terms of an accounting character used herein shall be interpreted, all accounting

determinations hereunder shall be made, and all financial statements required to be delivered

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hereunder shall be prepared in accordance with GAAP, applied on a basis consistent (except for

changes concurred in by the Borrower’s independent public accountants or otherwise required by

a change in GAAP or Applicable Law) with the most recent audited consolidated financial

statements of the Borrower and its Consolidated Subsidiaries delivered to the Administrative

Agent for distribution to the Lenders, unless with respect to any such change concurred in by the

Borrower’s independent public accountants or required or permitted by GAAP or Applicable Law,

in determining compliance with any of the provisions of this Agreement or any of the other Loan

Documents: (i) the Borrower shall have objected to determining such compliance on such basis at

the time of delivery of such financial statements, or (ii) the Required Lenders shall so object in

writing within 30 days after the delivery of such financial statements, in either of which events

such calculations shall be made on a basis consistent with those used in the preparation of the latest

financial statements as to which such objection shall not have been made (which, if objection is

made in respect of the first financial statements delivered under Section 5.01 hereof, shall mean

the financial statements referred to in Section 4.04).

SECTION 1.03.

Use of Defined Terms. All terms defined in this Agreement shall

have the same meanings when used in any of the other Loan Documents, unless otherwise defined

therein or unless the context shall otherwise require.

SECTION 1.04.

Terms Generally.

The definitions of terms herein shall apply

equally to the singular and plural forms of the terms defined. Whenever the context may require,

any pronoun shall include the corresponding masculine, feminine and neuter forms. The words

“include,” “includes” and “including” shall be deemed to be followed by the phrase “without

limitation.” The word “will” shall be construed to have the same meaning and effect as the word

“shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement,

instrument or other document herein shall be construed as referring to such agreement, instrument

or other document as from time to time amended, restated, supplemented or otherwise modified

(subject to any restrictions on such amendments, supplements or modifications set forth herein),

(b) any reference herein to any Person shall be construed to include such Person’s successors and

assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be

construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all

references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to

Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any

law or regulation herein shall, unless otherwise specified, refer to such law or regulation as

amended, modified or supplemented from time to time together with all rules, regulations and

interpretations thereunder or related thereto; (f) the words “asset” and “property” shall be

construed to have the same meaning and effect and to refer to any and all tangible and intangible

assets and properties, including cash, securities, accounts and contract rights; and (g) titles of

Articles and Sections in this Agreement are for convenience only, and neither limit nor amplify

the provisions of this Agreement.

SECTION 1.05.

Amendment and Restatement of Existing Credit Agreement. The

parties to this Agreement agree that, on the Closing Date, the terms and provisions of the Existing

Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by

the terms and provisions of this Agreement. This Agreement is not intended to and shall not

constitute a novation, payment and reborrowing or termination of the Obligations under the

17581681331760230052

Existing Credit Agreement and the other Existing Loan Documents as in effect prior to the Closing

Date. All Advances made and Obligations incurred under the Existing Credit Agreement that are

outstanding on the Closing Date shall continue as Advances and Obligations under (and shall be

governed by the terms of) this Agreement and the other Loan Documents. Without limiting the

foregoing, on the Closing Date: (a) all references in the Existing Loan Documents to the “Credit

Agreement” and the “Loan Documents” shall be deemed to refer to this Agreement and the Loan

Documents, (b) all obligations constituting “Obligations” with any Lender or any Affiliate of any

Lender that are outstanding on the Closing Date shall continue as Obligations under this

Agreement and the other Loan Documents, (c) the liens and security interests in favor of the

Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations

are in all respects continuing and in full force and effect with respect to all Obligations, and (d)

the Administrative Agent shall make such reallocations, sales, assignments or other relevant

actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are

necessary in order that each such Lender’s credit exposure and outstanding Advances hereunder

reflects such Lender’s Applicable Percentage of the outstanding aggregate credit exposures on the

Closing Date.

SECTION 1.06.

Divisions.

For all purposes under the Loan Documents, in

connection with any division or plan of division under Delaware law (or any comparable event

under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person

becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to

have been transferred from the original Person to the subsequent Person, and (b) if any new Person

comes into existence, such new Person shall be deemed to have been organized or acquired on the

first date of its existence by the holders of its Capital Securities at such time.

SECTION 1.07.

Rates.

The Administrative Agent does not warrant or accept

responsibility for, and shall not have any liability with respect to (a) the continuation of,

administration of, submission of, calculation of or any other matter related to the Base Rate, the

Term Benchmark Rate or any component definition thereof or rates referred to in the definition

thereof, or any alternative, successor or replacement rate thereto (including any Benchmark

Replacement), including whether the composition or characteristics of any such alternative,

successor or replacement rate (including any Benchmark Replacement) will be similar to, or

produce the same value or economic equivalence of, or have the same volume or liquidity as, the

Base Rate, the Term Benchmark Rate or any other Benchmark prior to its discontinuance or

unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The

Administrative Agent and its affiliates or other related entities may engage in transactions that

affect the calculation of the Base Rate, the Term Benchmark Rate, any alternative, successor or

replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in

each case, in a manner adverse to the Borrower. The Administrative Agent may select information

sources or services in its reasonable discretion to ascertain the Base Rate, the Term Benchmark

Rate or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have

no liability to the Borrower, any Lender or any other person or entity for damages of any kind,

including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or

expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or

calculation of any such rate (or component thereof) by any such information source or service.

17581681331760230052

SECTION 1.08.

Currencies; Currency Equivalents. For purposes of determining the

Borrowing Base or the Value of any Portfolio Investment, the Value of any Portfolio Investment

that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the

amount of the Foreign Currency of such Portfolio Investment, determined as of the date of

valuation of such Portfolio Investment.

ARTICLE II

THE CREDIT

SECTION 2.01.

Commitments to Make Advances. Each Lender severally agrees, on

the terms and conditions set forth herein, to make Revolver Advances to the Borrower from time

to time before the earlier of such Lender’s Commitment Termination Date and the Termination

Date; provided that, immediately after each such Revolver Advance is made, the aggregate

outstanding principal amount of Revolver Advances of such Lender plus such Lender’s Applicable

Percentage of the outstanding principal amount of Swing AdvancesSwingline Exposure and such

Lender’s Applicable Percentage of the LC Exposure shall not exceed the amount of the Revolver

Commitment of such Lender at such time, provided further that the Revolving Credit Exposure

shall not exceed the lesser of: (1) the Borrowing Base; and (2) the aggregate amount of the

Revolver Commitments of all of the Lenders at such time. Each Revolver Advance shall be in an

aggregate principal amount of $1,000,000 or any larger multiple of $100,000 (except that any such

Revolver Advance may be in the aggregate amount of the Total Unused Revolver Commitments)

and shall be made from the several Lenders for which the Commitment Termination Date shall not

have occurred, in accordance with their Applicable Percentages. Within the foregoing limits, the

Borrower may borrow under this Section, repay or, to the extent permitted by Section 2.10, prepay

Revolver Advances and reborrow under this Section 2.01 at any time before the earlier of the

Extended Commitment Termination Date and the Termination Date. In addition to the foregoing,

theeach Swingline Lender shall from time to time, upon the request of the Borrower by delivery

of a Notice of Borrowing to the Administrative Agent, if the conditions precedent in Article III

have been satisfied, make Swing Advances to the Borrower under the Revolver Commitment of

such Swingline Lender, in an aggregate principal amount at any time outstanding notthat will not

result in: (i) the aggregate principal amount of outstanding Swing Advances exceeding

$100,000,000 or any Swingline Lender’s outstanding Swing Advances exceeding the amount set

forth opposite the name of such Swingline Lender on Schedule 2.04 (or such greater amount as

may be agreed between the Borrower and such Swingline Lender from time to time) or (ii) the

sum of any Swingline Lender’s outstanding Revolver Advances, LC Exposure and Swingline

Exposure exceeding its Revolver Commitment; provided that, immediately after such Swing

Advance is made, the Revolving Credit Exposure shall not exceed the lesser of: (1) the Borrowing

Base; and (2) the aggregate amount of the Revolver Commitments of all of the Lenders at such

time. Each Swing Advance under this Section 2.01 shall be in an aggregate principal amount of

$1,000,000 or any larger multiple of $100,000. Within the foregoing limits, the Borrower may

borrow Swing Advances under this Section 2.01, prepay and reborrow Swing Advances under this

Section 2.01 at any time before the earlier of the Extended Commitment Termination Date and the

Termination Date. Solely for purposes of calculating fees under Section 2.07, Swing Advances

shall not be considered a utilization of an Advance of the applicable Swingline Lender or any other

Lender hereunder. At any time, upon the request of the applicable Swingline Lender, each Lender

17581681331760230052

other than thesuch Swingline Lender shall, on the third Business Day after such request is made,

purchase a participating interest in Swing Advances in an amount equal to its Applicable

Percentage of such Swing Advances. On such third Business Day, each Lender will immediately

transfer to the applicable Swingline Lender, in immediately available funds, the amount of its

participation. Whenever, at any time after thesuch Swingline Lender has received from any such

Lender its participating interest in a Swing Advance, the Administrative Agent receives any

payment on account thereof, the Administrative Agent will distribute to such Lender its

participating interest in such amount (appropriately adjusted, in the case of interest payments, to

reflect the period of time during which such Lender’s participating interest was outstanding and

funded); provided, however, that in the event that such payment received by the Administrative

Agent is required to be returned, such Lender will return to the Administrative Agent any portion

thereof previously distributed by the Administrative Agent to it. Each Lender’s obligation to

purchase such participating interests shall be absolute and unconditional and shall not be affected

by any circumstance, including: (i) any set-off, counterclaim, recoupment, defense or other right

which such Lender or any other Person may have against the applicable Swingline Lender

requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or

continuance of a Default, Event of Default or the termination of the Revolver Commitments; (iii)

any adverse change in the condition (financial, business or otherwise) of the Borrower, any Loan

Party or any other Person; (iv) any breach of this Agreement by any Loan Party or any other

Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to

any of the foregoing. From time to time, the Borrower may, by notice to the Administrative Agent,

designate additional Lenders as Swingline Lenders, each of which agrees (in its sole discretion) to

act in such capacity; provided that each such notice shall include an updated Schedule 2.04;

provided, further, that the Borrower shall not update Schedule 2.04 to increase any Swingline

Lender’s maximum Swingline Exposure without such Swingline Lender’s consent. Each such

additional Swingline Lender shall execute a counterpart of this Agreement upon the approval of

the Administrative Agent (which approval shall not be unreasonably withheld) and shall thereafter

be a Swingline Lender hereunder for all purposes.

SECTION 2.02.

Method of Borrowing Advances.

(a)

For Revolver Advances, the Borrower shall give the Administrative Agent

notice in the form attached hereto as Exhibit A (a “Notice of Borrowing”) prior to (i) 12:00

P.M. (Eastern time) at least one Business Day before each Base Rate Borrowing, and each

Index Term Benchmark Borrowing, and (ii) 11:00 A.M. (Eastern time) at least three (3)

Business Days before each Tranche Term Benchmark Borrowing, certifying that the

Borrower has, and will have immediately after giving effect to such Borrowing, an Asset

Coverage Ratio of at least 1.5 to 1.0 and specifying:

(i) the date of such Borrowing, which shall be a Business Day in the

case of a Base Rate Borrowing or Index Term Benchmark Borrowing and a

Business Day in the case of a Tranche Term Benchmark Borrowing,

(ii)

the aggregate amount of such Borrowing,

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(iii)

whether the Revolver Advances comprising such Borrowing are to

be Base Rate Advances, Tranche Term Benchmark Advances or Index Term

Benchmark Advances and

(iv)

in the case of a Tranche Term Benchmark Borrowing, the duration

of the Interest Period applicable thereto, subject to the provisions of the definition

of Interest Period.

(b)

Upon receipt of a Notice of Borrowing requesting Revolver Advances, the

Administrative Agent shall promptly notify each Lender of the contents thereof and of the

amount equal to such Lender’s Applicable Percentage of such Borrowing and such Notice

of Borrowing, once received by the Administrative Agent, shall not be revocable by the

Borrower.

(c)

Not later than 11:00 A.M. (Eastern time) on the date of each Borrowing,

each Lender shall make available an amount equal to its Applicable Percentage of such

Borrowing, in Federal or other funds immediately available, to the Administrative Agent’s

Account. Unless the Administrative Agent determines that any applicable condition

specified in Article III has not been satisfied, the Administrative Agent will disburse the

funds so received from the Lenders to the Borrower.

(d)

Notwithstanding anything to the contrary contained in this Agreement, no

Term Benchmark Borrowing may be made if there shall have occurred a Default, which

Default shall not have been cured or waived.

(e)

In the event that a Notice of Borrowing fails to specify whether the Revolver

Advances comprising such Borrowing are to be Base Rate Advances, Tranche Term

Benchmark Advances or Index Term Benchmark Advances, such Revolver Advances shall

be made as Base Rate Advances.

If the Borrower is otherwise entitled under this

Agreement to repay any Revolver Advances maturing at the end of an Interest Period

applicable thereto with the proceeds of a new Borrowing, and the Borrower fails to repay

such Revolver Advances using its own moneys and fails to give a Notice of Borrowing in

connection with such new Borrowing, a new Borrowing shall be deemed to be made on the

date such Revolver Advances mature in an amount equal to the principal amount of the

Revolver Advances so maturing, and the Revolver Advances comprising such new

Borrowing shall be Base Rate Advances.

(f) Notwithstanding anything to the contrary contained herein, there shall not

be more than five (5) Interest Periods outstanding at any given time; provided that for

purposes of this Section 2.02(f), neither Base Rate Advances nor Index Term Benchmark

Advances shall be deemed to have an outstanding Interest Period.

(g)

For Swing Advances, the Borrower shall give each of the Administrative

Agent and the applicable Swingline Lender notice in the form of a Notice of Borrowing

prior to 1:00 P.M. (Eastern time) on the Business Day of the Swing Advance, specifying

(i) the aggregate amount of such Advance, (ii) that it shall be a Swing Advance and (iii)

17581681331760230052

whether the Swing Advance is to be a Base Rate Advance or an Index Term Benchmark

Advance. Unless the Administrative Agent determines that any applicable condition

specified in Article III has not been satisfied, the applicable Swingline Lender will make

available to the Borrower the amount of any such Swing Advance.

SECTION 2.03.

Continuation and Conversion Elections. By delivering a notice (a

“Notice of Continuation or Conversion”), which shall be substantially in the form of Exhibit C, to

the Administrative Agent on or before 12:00 P.M., Eastern time, on a Business Day, the Borrower

may from time to time irrevocably elect, by notice one Business Day prior in the case of a

continuation of or conversion to Base Rate Advances or Index Term Benchmark Advances or three

(3) Business Days prior in the case of a continuation of or conversion to Tranche Term Benchmark

Advances, that all, or any portion in an aggregate principal amount of $1,000,000 or any larger

integral multiple of $100,000 be, (i) in the case of Base Rate Advances, converted into Term

Benchmark Advances or (ii) in the case of Term Benchmark Advances, converted into Base Rate

Advances or continued as Term Benchmark Advances; provided, however, that (x) each such

conversion or continuation shall be prorated among the applicable outstanding Revolver Advances

of all Lenders that have made such Revolver Advances, and (y) no portion of the outstanding

principal amount of any Revolver Advances may be continued as, or be converted into, any

Tranche Term Benchmark Advance when any Default has occurred and is continuing. In the

absence of delivery of a Notice of Continuation or Conversion with respect to any Tranche Term

Benchmark Advance at least three (3) Business Days before the last day of the then current Interest

Period with respect thereto, such Tranche Term Benchmark Advance shall, on such last day,

automatically convert to a Base Rate Advance.

SECTION 2.04.

Letters of Credit.

(a)

General. Subject to the terms and conditions set forth herein, in addition to

the Advances provided for in Section 2.01, the Borrower may request thean Issuing Bank

to issue, and thesuch Issuing Bank shall, subject to the terms and conditions of this

Agreement (including Section 2.04) issue, at any time and from time to time before the

earlier of the Extended Commitment Termination Date and the Termination Date, Letters

of Credit denominated in Dollars for its own account or the account of its designee

(provided that the Loan Parties shall remain liable to the Lenders hereunder for payment

and reimbursement of all amounts payable in respect of the Letters of Credit hereunder) in

such form as is acceptable to thesuch Issuing Bank in its reasonable determination and for

the benefit of such named beneficiary or beneficiaries as are specified by the Borrower.

Letters of Credit issued hereunder shall constitute utilization of the Revolver Commitments

up to the aggregate amount available to be drawn thereunder.

(b)

Notice of Issuance, Amendment, Renewal or Extension. To request the

issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding

Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic

communication, if arrangements for doing so have been approved by thesuch Issuing

Bank) to theany Issuing Bank and the Administrative Agent (reasonably in advance of the

requested date of issuance, amendment, renewal or extension) a notice requesting the

issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed

17581681331760230052

or extended, and specifying the date of issuance, amendment, renewal or extension (which

shall be a Business Day), the date on which such Letter of Credit is to expire (which shall

comply with paragraph (d) of this Section), the amount of such Letter of Credit, the name

and address of the beneficiary thereof and such other information as shall be necessary to

prepare, amend, renew or extend such Letter of Credit. If requested by the applicable

Issuing Bank, the Borrower also shall submit a letter of credit application on thesuch

Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the

event of any inconsistency between the terms and conditions of this Agreement and the

terms and conditions of any form of letter of credit application or other agreement

submitted by the Borrower to, or entered into by the Borrower with, theany Issuing Bank

relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(c)

Limitations on Amounts.A Letter of Credit shall be issued, amended,

renewed or extended only if (and upon issuance, amendment, renewal or extension of each

Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving

effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure

of the Issuing Bank (determined for these purposes without giving effect to the

participations therein of the Lenders pursuant to paragraph (e) of this Section) shall not

exceed $40,000,000, (ii) the aggregate undrawn amount of all Letters of Credit issued by

any Issuing Bank shall not exceed the amount set forth opposite the name of such Issuing

Bank on Schedule 2.04 (or such greater amount as may be agreed between the Borrower

and such Issuing Bank from time to time), (iii) with respect to each Issuing Bank, the sum

of such Issuing Bank’s outstanding Revolver Advances, LC Exposure and Swingline

Exposure shall not exceed such Issuing Bank’s Revolver Commitment, (iv) the total

Revolving Credit Exposures shall not exceed the aggregate Revolver Commitments, and

(iiiv) the Revolving Credit Exposure shall not exceed the Borrowing Base then in effect.

(d)

Expiration Date. Each Letter of Credit shall expire at or prior to the close

of business on the date twelve months after the date of the issuance of such Letter of Credit

(or, in the case of any renewal or extension thereof, twelve months after the then-current

expiration date of such Letter of Credit, so long as such renewal or extension occurs within

three months of such then-current expiration date); provided that any Letter of Credit with

a one-year term may provide for the renewal thereof for additional one-year periods. No

Letter of Credit may be renewed following the earlier to occur of the Extended

Commitment Termination Date and the Termination Date, except to the extent that the

relevant Letter of Credit is Cash Collateralized no later than five (5) Business Days prior

to the Extended Commitment Termination Date or Termination Date, as applicable, or

supported by another letter of credit, in each case pursuant to arrangements reasonably

satisfactory to the applicable Issuing Bank and the Administrative Agent.

(e)

Participations. By the issuance of a Letter of Credit (or an amendment to a

Letter of Credit increasing the amount thereof) by thean Issuing Bank, and without any

further action on the part of thesuch Issuing Bank or the Lenders, thesuch Issuing Bank

hereby grants to each Lender, and each Lender hereby acquires from thesuch Issuing Bank,

a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the

aggregate amount available to be drawn under such Letter of Credit.Each Lender

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acknowledges and agrees that its obligation to acquire participations pursuant to this

paragraph in respect of Letters of Credit is absolute and unconditional and shall not be

affected by any circumstance whatsoever, including any amendment, renewal or extension

of any Letter of Credit or the occurrence and continuance of a Default or reduction or

termination of the Revolver Commitments; provided that no Lender shall be required to

purchase a participation in a Letter of Credit pursuant to this Section 2.04(e) if (x) the

conditions set forth in Section 3.02 would not be satisfied in respect of a Borrowing at the

time such Letter of Credit was issued and (y) the Required Lenders shall have so notified

the applicable Issuing Bank in writing and shall not have subsequently determined that the

circumstances giving rise to such conditions not being satisfied no longer exist.

In consideration and in furtherance of the foregoing, each Lender hereby absolutely

and unconditionally agrees to pay to the Administrative Agent, for account of theeach

Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by

thesuch Issuing Bank in respect of Letters of Credit promptly upon the request of thesuch

Issuing Bank at any time from the time of such LC Disbursement until such LC

Disbursement is reimbursed by the Borrower or at any time after any reimbursement

payment is required to be refunded to the Borrower for any reason. Such payment shall be

made without any offset, abatement, withholding or reduction whatsoever. Each such

payment shall be made in the same manner as provided in Section 2.02 with respect to

Revolver Advances made by such Lender (and Section 2.02 shall apply, mutatis mutandis,

to the payment obligations of the Lenders), and the Administrative Agent shall promptly

pay to thesuch Issuing Bank the amounts so received by it from the Lenders. Promptly

following receipt by the Administrative Agent of any payment from the Borrower pursuant

to the next following paragraph, the Administrative Agent shall distribute such payment to

the applicable Issuing Bank or, to the extent that the Lenders have made payments pursuant

to this paragraph to reimburse thean Issuing Bank, then to such Lenders and thesuch Issuing

Bank as their interests may appear. Any payment made by a Lender pursuant to this

paragraph to reimburse thean Issuing Bank for any LC Disbursement shall not constitute a

Revolver Advance and shall not relieve the Borrower of its obligation to reimburse such

LC Disbursement.

(f)

Reimbursement. If thean Issuing Bank shall make any LC Disbursement in

respect of a Letter of Credit, the Borrower shall reimburse thesuch Issuing Bank in respect

of such LC Disbursement by paying to the Administrative Agent an amount equal to such

LC Disbursement in Dollars (i) not later than 3:00 p.m., Eastern time, on the Business Day

that the Borrower receives notice of such LC Disbursement, if such notice is received prior

to 10:00 a.m., Eastern time, or (ii) not later than 1:00 p.m., Eastern time on the Business

Day immediately following the day that the Borrower receives such notice, if such notice

is not received prior to such time; provided that, the Borrower may, subject to the

conditions to borrowing set forth herein (other than any limitations with respect to

minimum borrowing amount), request in accordance with Section 2.01 and Section 2.02

that such payment be financed with a Base Rate Borrowing, an Index Term Benchmark

Borrowing or a Swing Advance in an equivalent amount and, to the extent so financed, the

Borrower’s obligation to make such payment shall be discharged and replaced by the

resulting Base Rate Borrowing, an Index Term Benchmark Borrowing or Swing Advance.

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If the Borrower fails to make such payment when due, the Administrative Agent

shall notify each applicable Lender of the applicable LC Disbursement, the payment then

due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof.

(g)

Obligations Absolute.

The Borrower’s obligation to reimburse LC

Disbursements as provided in paragraph (f) of this Section shall be absolute, unconditional

and irrevocable, and shall be performed strictly in accordance with the terms of this

Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of

validity or enforceability of any Letter of Credit, or any term or provision therein, (ii) any

draft or other document presented under a Letter of Credit proving to be forged, fraudulent

or invalid in any respect or any statement therein being untrue or inaccurate in any respect,

(iii) payment by thean Issuing Bank under a Letter of Credit against presentation of a draft

or other document that does not comply strictly with the terms of such Letter of Credit, and

(iv) any other event or circumstance whatsoever, whether or not similar to any of the

foregoing, that might, but for the provisions of this Section, constitute a legal or equitable

discharge of the Borrower’s obligations hereunder.

NeitherNone of the Administrative Agent, the Lenders nor, the Issuing Bank,

norBanks, or any of their Related Parties, shall have any liability or responsibility by reason

of or in connection with the issuance or transfer of any Letter of Credit by theany Issuing

Bank or any payment or failure to make any payment thereunder (irrespective of any of the

circumstances referred to in the preceding sentence), or any error, omission, interruption,

loss or delay in transmission or delivery of any draft, notice or other communication under

or relating to any Letter of Credit (including any document required to make a drawing

thereunder), any error in interpretation of technical terms or any consequence arising from

causes beyond the control of the applicable Issuing Bank; provided that the foregoing shall

not be construed to excuse theany Issuing Bank from liability to the Borrower to the extent

of any direct damages (as opposed to consequential damages, claims in respect of which

are hereby waived by the Borrower to the extent permitted by applicable law) suffered by

the Borrower that are caused by thesuch Issuing Bank’s fraud, gross negligence or willful

misconduct when determining whether drafts and other documents presented under a Letter

of Credit comply with the terms thereof. The parties hereto expressly agree that:

(i)

theeach Issuing Bank may accept documents that appear on their

face to be in substantial compliance with the terms of a Letter of Credit without

responsibility for further investigation, regardless of any notice or information to

the contrary, and may make payment upon presentation of documents that appear

on their face to be in substantial compliance with the terms of such Letter of Credit;

(ii)

theeach Issuing Bank shall have the right, in its sole discretion, to

decline to accept such documents and to make such payment if such documents are

not in strict compliance with the terms of such Letter of Credit; and

(iii) this sentence shall establish the standard of care to be exercised by

the Issuing BankBanks when determining whether drafts and other documents

presented under a Letter of Credit comply with the terms thereof (and the parties

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hereto hereby waive, to the extent permitted by applicable law, any standard of care

inconsistent with the foregoing).

(h)

Disbursement Procedures. TheEach Issuing Bank shall, within a reasonable

time following its receipt thereof, examine all documents purporting to represent a demand

for payment under a Letter of Credit. TheEach Issuing Bank shall promptly after such

examination notify the Administrative Agent and the Borrower by telephone (confirmed

by telecopy) of such demand for payment and whether thesuch Issuing Bank has made or

will make an LC Disbursement thereunder; provided that any failure to give or delay in

giving such notice shall not relieve the Borrower of its obligation to reimburse thesuch

Issuing Bank and the applicable Lenders with respect to any such LC Disbursement.

(i)

Interim Interest. If theany Issuing Bank shall make any LC Disbursement,

then, unless the Borrower shall reimburse such LC Disbursement in full on the date such

LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from

and including the date such LC Disbursement is made to but excluding the date that the

Borrower reimburses such LC Disbursement, at the rate per annum then applicable to Base

Rate Advances; provided that, if the Borrower fails to reimburse such LC Disbursement

within two Business Days following the date when due pursuant to paragraph (f) of this

Section, then the provisions of Section 2.06(e) shall apply. Interest accrued pursuant to

this paragraph shall be for account of the applicable Issuing Bank, except that interest

accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this

Section to reimburse thesuch Issuing Bank shall be for account of such Lender to the extent

of such payment.

(j)

Resignation and/or Replacement of an Issuing Bank. TheAny Issuing Bank

may resign and be replaced at any time by written agreement among the Borrower, the

Administrative Agent, the resigning Issuing Bank and the successor Issuing Bank. The

Administrative Agent shall notify the Lenders of any such resignation and replacement of

theany Issuing Bank. Upon the effectiveness of any resignation or replacement of thean

Issuing Bank, the Borrower shall pay all unpaid fees accrued for account of the resigning

or replaced Issuing Bank pursuant to Section 2.07(c). From and after the effective date of

the appointment of a successor Issuing Bank, (i) the successor Issuing Bank shall have all

the rights and obligations of the replaced Issuing Bank under this Agreement with respect

to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing

Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to

such successor and all previous Issuing Banks, as the context shall require. After the

effective replacement or resignation of thean Issuing Bank hereunder, the resigning or

replaced Issuing Bank, as the case may be, shall remain a party hereto and shall continue

to have all the rights and obligations of thean Issuing Bank under this Agreement with

respect to Letters of Credit issued by it prior to such resignation or replacement, but shall

not be required to issue additional Letters of Credit.

(k)

Cash Collateralization. If the Borrower shall be required to provide Cash

Collateral for LC Exposure pursuant to Section 2.04(d), Section 2.09(a), Section 2.11(a),

(b) or (c), Section 2.16 or the last paragraph of Article VI, the Borrower shall immediately

17581681331760230052

deposit into a segregated collateral account or accounts (herein, collectively, the “Letter of

Credit Collateral Account”) in the name and under the dominion and control of the

Administrative Agent Cash in an amount equal to the amount required under Section

2.04(d), Section 2.09(a), Section 2.11(a), (b) or (c), Section 2.16 or the last paragraph of

Article VI, as applicable. Such deposit shall be held by the Administrative Agent as

collateral in the first instance for the LC Exposure under this Agreement and thereafter for

the payment of the Obligations, and for these purposes the Borrower hereby grants a

security interest to the Administrative Agent for the benefit of the Lenders in the Letter of

Credit Collateral Account and in any financial assets (as defined in the Uniform

Commercial Code) or other property held therein.

(l)

No Obligation to Issue After Certain Events. TheNo Issuing Bank shall not

be under any obligation to issue any Letter of Credit if: any order, judgment or decree of

any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain

thesuch Issuing Bank from issuing such Letter of Credit, or any law applicable to thesuch

Issuing Bank or any request or directive (whether or not having the force of law) from any

Governmental Authority with jurisdiction over thesuch Issuing Bank shall prohibit, or

request that thesuch Issuing Bank shall refrain from, the issuance of letters of credit

generally or such Letter of Credit in particular or shall impose upon thesuch Issuing Bank

with respect to such Letter of Credit any restriction, reserve or capital requirement (for

which thesuch Issuing Bank is not otherwise compensated hereunder) not in effect on the

Omnibus Amendment Effective Date, or shall impose upon thesuch Issuing Bank any

unreimbursed loss, cost or expense which was not applicable on the Omnibus Amendment

Effective Date and which thesuch Issuing Bank in good faith deems material to it, or the

issuance of such Letter of Credit would violate one or more policies of thesuch Issuing

Bank applicable to letters of credit generally.

(m)

Applicability of ISP and UCP. Unless otherwise expressly agreed by the

applicable Issuing Bank and the Borrower when a Letter of Credit is issued, (i) the rules of

the International Standby Practices shall apply to each standby Letter of Credit, and (ii) the

rules of the Uniform Customs and Practice for Documentary Credits, as most recently

published by the International Chamber of Commerce at the time of issuance shall apply

to each commercial Letter of Credit.

(n)

Conflict with Letter of Credit Documents. In the event of any conflict

between the terms of this Agreement and the terms of any Letter of Credit Document, the

terms of this Agreement shall control.

(o)

Additional Issuing Banks. From time to time, the Borrower may, by notice

to the Administrative Agent, designate additional Lenders as an Issuing Bank, each of

which agrees (in its sole discretion) to act in such capacity and is reasonably satisfactory

to the Administrative Agent; provided that each such notice shall include an updated

Schedule 2.04; provided, further, that the Borrower shall not update Schedule 2.04 to

increase any Issuing Bank’s maximum LC Exposure without such Issuing Bank’s consent.

Each such additional Issuing Bank shall execute a counterpart of this Agreement upon the

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approval of the Administrative Agent (which approval shall not be unreasonably withheld)

and shall thereafter be an Issuing Bank hereunder for all purposes.

SECTION 2.05.

Repayments of Advances.

(a)

Repayment.The Borrower hereby unconditionally promises to pay the

Advances as follows:

(i)

to the Administrative Agent for account of the applicable Lenders

the outstanding principal amount of the Revolver Advances and all other amounts

due and owing hereunder and under the other Loan Documents on the Final

Maturity Date for each Class of Lenders; and

(ii)

to the applicable Swingline Lender the then unpaid principal amount

of each Swing Advance made by such Swingline Lender denominated in Dollars,

on the earlier of the Extended Commitment Termination Date and the first date

after such Swing Advance is made that is the 15th or last day of a calendar month

and is at least ten Business Days after such Swing Advance is made; provided that

on each date that a Revolver Advance is made, the Borrower shall repay all Swing

Advances then outstanding.

In addition, on the Extended Commitment Termination Date, the Borrower shall

deposit into the Letter of Credit Collateral Account Cash in an amount equal to 100% of

the undrawn face amount of all Letters of Credit outstanding on the close of business on

the Extended Commitment Termination Date, such deposit to be held by the Administrative

Agent as collateral security for the LC Exposure under this Agreement in respect of the

undrawn portion of such Letters of Credit.

(b)

Maintenance of Records by Lenders.

Each Lender shall maintain in

accordance with its usual practice records evidencing the indebtedness of the Borrower to

such Lender resulting from each Advance made by such Lender, including the amounts of

principal and interest payable and paid to such Lender from time to time hereunder.

(c)

Maintenance of Records by the Administrative Agent. The Administrative

Agent shall maintain records in which it shall record (i) the amount of each Advance made

hereunder, the type thereof and each Interest Period therefor, (ii) the amount of any

principal or interest due and payable or to become due and payable from the Borrower to

each Lender hereunder and (iii) the amount of any sum received by the Administrative

Agent hereunder for account of the Lenders and each Lender’s share thereof.

(d)

Effect of Entries. The entries made in the records maintained pursuant to

paragraph (b) or (c) of this Section shall be prima facie evidence, absent obvious error, of

the existence and amounts of the obligations recorded therein; provided that the failure of

any Lender or the Administrative Agent to maintain such records or any error therein shall

not in any manner affect the obligation of the Borrower to repay the Advances in

accordance with the terms of this Agreement.

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(e)

Notes. The Revolver Advances of each Lender shall, upon the request of

such Lender made through the Administrative Agent, be evidenced by a single Revolver

Note payable to the order of such Lender for the account of its Lending Office in an amount

equal to the original principal amount of such Lender’s Revolver Commitment. The Swing

Advances of the Swingline Lender shall be evidenced by a single Swing Advance Note

payable to the order of the Swingline Lender. Upon receipt of any Lender’s Note pursuant

to Section 3.01, the Administrative Agent shall deliver such Note to such Lender. Each

Lender requesting a Note shall record, and prior to any transfer of its Note shall endorse

on the schedule forming a part thereof appropriate notations to evidence, the date, amount

and maturity of, and effective interest rate for, each Advance made by it, the date and

amount of each payment of principal made by the Borrower with respect thereto and such

schedule shall constitute rebuttable presumptive evidence of the principal amount owing

and unpaid on such Lender’s Note; provided that the failure of any Lender to make, or any

error in making, any such recordation or endorsement shall not affect the obligation of the

Borrower hereunder or under the Note or the ability of any Lender to assign its Notes. Each

Lender is hereby irrevocably authorized by the Borrower so to endorse its Notes and to

attach to and make a part of any Note a continuation of any such schedule as and when

required.

SECTION 2.06.

Interest Rates.

(a)

“Applicable Margin” means (i) in the case of any Extending Lender, the

Extending Lender Applicable Margin or (ii) in the case of any Non-Extending Lender, the

Non-Extending Lender Applicable Margin.

“Borrower Assets” means the sum of (a) the aggregate on a consolidated basis value

of the Borrower’s assets minus (b) the aggregate value of MSC to the extent included in

the aggregate value of the Borrower’s assets minus (c) the aggregate value of the assets in

the SBIC Entities to the extent included in the aggregate value of the Borrower’s assets, in

each case in clauses (a), (b) and (c) as set forth in the Compliance Certificate delivered

pursuant to Section 5.01(c) for the applicable Fiscal Quarter, calculated on the basis of the

asset values of the Borrower and its Subsidiaries set forth in Borrower’s financial

statements delivered pursuant to Section 5.01 and supported by such documentation as

Administrative Agent shall reasonably require.

“Collateral Coverage Test” means that, as of the end of the applicable Fiscal

Quarter of the Borrower, the ratio of (a) sum of (i) Borrower Assets minus (ii) the average

daily Revolving Credit Exposure for such Fiscal Quarter to (b) the average daily Revolving

Credit Exposure for such Fiscal Quarter shall exceed 3.0 to 1.0.

“Extending Lender Applicable Margin” means, (a) if the Borrowing Base (as of the

most recently delivered Borrowing Base Certification Report) is equal to or greater than

1.60 times the Combined Debt Amount, (i) with respect to any Base Rate Advance, 0.650%

per annum; (ii) with respect to any Term Benchmark Advance, 1.650% per annum; and (b)

if the Borrowing Base (as of the most recently delivered Borrowing Base Certification

Report) is less than 1.60 times the Combined Debt Amount, (i) with respect to any Base

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Rate Advance, 0.775% per annum; and (ii) with respect to any Term Benchmark Advance,

1.775% per annum. Any change in the Extending Lender Applicable Margin due to a

change in the ratio of the Borrowing Base to the Combined Debt Amount as set forth in

any Borrowing Base Certification Report shall be effective from and including the day

immediately succeeding the date of delivery of such Borrowing Base Certification Report;

provided that if any Borrowing Base Certification Report has not been delivered in

accordance with Section 5.01(i), then from and including the day immediately succeeding

the date on which such Borrowing Base Certification Report was required to be delivered,

the Extending Lender Applicable Margin shall be the Extending Lender Applicable Margin

set forth in clause (b) above to and including the date on which the required Borrowing

Base Certification Report is delivered.

“Funded Debt” of any Person means at any date, Debt of such Person for borrowed

money other than (a) Debt of the type described in clauses (x) and (xiii) of the definition

of “Debt”, (b) Guarantees of Debt of the type described in clauses (x) and (xiii) of the

definition of “Debt” and (c) Debt of others of the type described in clauses (x) and (xiii) of

the definition of “Debt” that is secured by a Lien on any asset of such Person.

“Leverage Test” means that, as of the end of the applicable Fiscal Quarter of the

Borrower, the ratio of (a) Funded Debt of the Borrower and its Consolidated Subsidiaries

to (b) the sum of (i) the total assets of the Borrower and its Consolidated Subsidiaries minus

(ii) the total liabilities of the Borrower and its Consolidated Subsidiaries, in each case in

clauses (a) and (b), as set forth in the financial statements delivered pursuant to Section

5.01(a) or Section 5.01(b), as applicable, for such Fiscal Quarter, does not exceed 1.0 to

1.0.

“Non-Extending Lender Applicable Margin” means, (a) if the Borrowing Base (as

of the most recently delivered Borrowing Base Certification Report) is equal to or greater

than 1.60 times the Combined Debt Amount, (i) with respect to any Base Rate Advance,

0.650% per annum; (ii) with respect to any Term Benchmark Advance, 1.650% per annum;

and (b) if the Borrowing Base (as of the most recently delivered Borrowing Base

Certification Report) is less than 1.60 times the Combined Debt Amount, (i) with respect

to any Base Rate Advance, 0.775% per annum; and (ii) with respect to any Term

Benchmark Advance, 1.775% per annum. Any change in the Non-Extending Lender

Applicable Margin due to a change in the ratio of the Borrowing Base to the Combined

Debt Amount as set forth in any Borrowing Base Certification Report shall be effective

from and including the day immediately succeeding the date of delivery of such Borrowing

Base Certification Report; provided that if any Borrowing Base Certification Report has

not been delivered in accordance with Section 5.01(i), then from and including the day

immediately succeeding the date on which such Borrowing Base Certification Report was

required to be delivered, the Non-Extending Lender Applicable Margin shall be the Non-

Extending Lender Applicable Margin set forth in clause (b) above to and including the date

on which the required Borrowing Base Certification Report is delivered.

(b)

Each Base Rate Advance shall bear interest on the outstanding principal

amount thereof, for each day from the date such Advance is made until it becomes due, at

17581681331760230052

a rate per annum equal to the Base Rate for such day plus the Applicable Margin. Such

interest shall be payable on each Interest Payment Date while such Base Rate Advance is

outstanding and on the date such Base Rate Advance is converted to a Tranche Term

Benchmark Advance or repaid.

(c)

Each Term Benchmark Advance shall bear interest on the outstanding

principal amount thereof, for the Interest Period applicable thereto, at a rate per annum

equal to the sum of: (1) the Applicable Margin, plus (2) the Term Benchmark Rate for such

Interest Period. Such interest shall be payable on each applicable Interest Payment Date

while such Term Benchmark Advance is outstanding.

Subject to implementation of the Benchmark Replacement in accordance with

Section 8.01(b), the “Term Benchmark Rate” applicable to any Term Benchmark Advance

means, for the Interest Period of such Term Benchmark Advance, Term SOFR for such

Interest Period (rounded upwards, if necessary, to the next 1/16th of 1%); provided that if

the Term Benchmark Rate shall be less than zero, such rate shall be deemed to be zero for

the purposes of this Agreement.

(d)

The Administrative Agent shall determine each interest rate applicable to

the Advances hereunder in accordance with the terms of this Agreement.

The

Administrative Agent shall give prompt notice to the Borrower and the Lenders by

facsimile of each rate of interest so determined, and its determination thereof shall be

conclusive in the absence of manifest error. To the extent that any calculation of interest

or any fee required to be paid under this Agreement shall be based on (or result in) a

calculation that is less than zero, such calculation shall be deemed zero for purposes of this

Agreement.

(e)

After the occurrence and during the continuance of an Event of Default

(other than an Event of Default under Sections 6.01(g) or (h)), the principal amount of the

Advances and LC Disbursements (and, to the extent permitted by applicable law, all

accrued interest thereon) may, at the election of the Required Lenders, bear interest at the

Default Rate; provided, however, that automatically whether or not the Required Lenders

elect to do so, (i) any overdue principal of and, to the extent permitted by law, overdue

interest on the Advances and LC Disbursements shall bear interest payable on demand, for

each day until paid at a rate per annum equal to the Default Rate, and (ii) after the

occurrence and during the continuance of an Event of Default described in Section 6.01(g)

or 6.01(h), the principal amount of the Advances and LC Disbursements (and, to the extent

permitted by applicable law, all accrued interest thereon) shall bear interest payable on

demand for each day until paid at a rate per annum equal to the Default Rate.

(f)

In connection with the use or administration of Term SOFR, the

Administrative Agent will have the right (with the consent of the Borrower (such consent

not to be unreasonably withheld)) to make Conforming Changes from time to time and,

notwithstanding anything to the contrary herein or in any other Loan Document, any

amendments implementing such Conforming Changes will become effective with the

consent of the Borrower (such consent not to be unreasonably withheld) and without any

17581681331760230052

further action or consent of any other party to this Agreement or any other Loan Document.

The Administrative Agent will promptly notify the Borrower and the Lenders of the

effectiveness of any Conforming Changes in connection with the use or administration of

Term SOFR.

SECTION 2.07.

Fees.

(a)

The Borrower shall pay to the Administrative Agent for the ratable account

of each Lender an unused commitment fee equal to the product of: (i) the aggregate of the

daily average amounts of such Lender’s Unused Commitment, times (ii) a per annum

percentage equal to 0.25%. Such unused commitment fee shall accrue from but not

including the Closing Date to and including the earlier of the Commitment Termination

Date of such Lender and the Termination Date. Unused commitment fees shall be

determined quarterly in arrears and shall be payable on the third Business Day following

each Quarterly Payment Date and on the Extended Commitment Termination Date;

provided that should the Revolver Commitments be terminated at any time prior to the

Extended Commitment Termination Date for any reason, the entire accrued and unpaid

commitment fee shall be paid on the date of such termination.

(b)

The Borrower shall pay (i) to the Administrative Agent, for the account and

sole benefit of the Administrative Agent, such fees and other amounts at such times as

agreed with the Administrative Agent and (ii) to the Lenders such fees and other amounts

at such times as agreed with the Lenders.

(c)

The Borrower agrees to pay (i) to the Administrative Agent for account of

each Lender a participation fee with respect to its participations in Letters of Credit, which

shall accrue at a rate per annum equal to the Applicable Margin applicable to interest on

Term Benchmark Advances on the average daily amount of such Lender’s LC Exposure

(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the

period from and including the Omnibus Amendment Effective Date to but excluding the

later of the date on which such Lender’s Revolver Commitment terminates and the date on

which such Lender ceases to have any LC Exposure, and (ii) to theeach Issuing Bank a

fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily

amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed

LC Disbursements) during the period from and including the Omnibus Amendment

Effective Date to but excluding the later of the date of termination of the Commitments

and the date on which there ceases to be any LC Exposure, as well as theeach Issuing

Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any

Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees

accrued through and including each Quarterly Payment Date shall be payable on the third

Business Day following such Quarterly Payment Date, commencing on the first such date

to occur after the Omnibus Amendment Effective Date; provided that all such fees with

respect to the Letters of Credit shall be payable on the Termination Date and the Borrower

shall pay any such fees that have accrued and that are unpaid on the Termination Date and,

in the event any Letters of Credit shall be outstanding that have expiration dates after the

Termination Date, the Borrower shall prepay on the Termination Date the full amount of

17581681331760230052

the participation and fronting fees that will accrue on such Letters of Credit subsequent to

the Termination Date through but not including the date such outstanding Letters of Credit

are scheduled to expire (and, in that connection, the Lenders agree not later than the date

two Business Days after the date upon which the last such Letter of Credit shall expire or

be terminated to rebate to the Borrower the excess, if any, of the aggregate participation

and fronting fees that have been prepaid by the Borrower over the sum of the amount of

such fees that ultimately accrue through the date of such expiration or termination and the

aggregate amount of all other unpaid obligations hereunder at such time). Any other fees

payable to the Issuing BankBanks pursuant to this paragraph shall be payable within 10

Business Days after demand. All participation fees and fronting fees shall be computed on

the basis of a year of 360 days and shall be payable for the actual number of days elapsed

(including the first day but excluding the last day).

SECTION 2.08.

Optional Termination or Reduction of Commitments.

(a)

Reduction of Commitments of All Lenders. The Borrower may, subject to

any applicable prepayments pursuant to Section 2.11, upon at least 3 Business Days’ notice

to the Administrative Agent, terminate at any time, or proportionately reduce from time to

time by an aggregate amount of at least $10,000,000 or any larger multiple of $1,000,000,

the Revolver Commitments; provided, however: (1) each termination or reduction (and

notice thereof), as the case may be, shall be permanent and irrevocable (except that a notice

of termination of the Revolver Commitments delivered by the Borrower may state that

such notice is conditioned upon the effectiveness of other credit facilities or events, in

which case such notice may be revoked by the Borrower (by notice to the Administrative

Agent on or prior to the specified effective date) if such condition is not satisfied); (2) after

giving effect to any concurrent prepayments, no such termination or reduction shall be in

an amount greater than the Total Unused Revolver Commitments on the date of such

termination or reduction; and (3) no such reduction pursuant to this Section 2.08 shall result

in the aggregate Revolver Commitments of all of the Lenders being reduced to an amount

less than $30,000,000, unless the Revolver Commitments are terminated in their entirety,

in which case all accrued fees (as provided under Section 2.07) shall be payable on the

effective date of such termination. Each reduction shall be made ratably among the

Lenders (including with respect to Extending Lenders and Non-Extending Lenders) in

accordance with their respective Revolver Commitments.

(b)

Reduction of Commitments of Non-Extending Lenders.

(i)

The Borrower may at any time (x) terminate, or from time to time

reduce, the Revolver Commitment of any Non-Extending Lender without reducing

the Revolver Commitments of any other Lender or (y) at any time after a Non-

Extending Lender’s Non-Extended Commitment Termination Date and so long as

(1) no Default or Event of Default exists, and (2) the Borrowing Base exceeds the

Revolving Credit Exposure at such time, prepay the Advances of such Non-

Extending Lender without prepaying the Advances of any other Lender; provided

that each reduction of the Revolver Commitment or prepayment of Advances of a

Non-Extending Lender pursuant to this Section 2.08(b) shall be in an amount that

17581681331760230052

is at least $10,000,000 or any larger multiple of $1,000,000 in excess thereof (or,

in each case, the entire Revolver Commitment or outstanding Advances of such

Non-Extending Lender, as applicable).

(ii)

The Borrower shall notify the Administrative Agent of any election

to terminate or reduce the Revolver Commitment or prepay the Advances of any

Non-Extending Lender under this clause (b) at least three Business Days (or such

lesser period as the Administrative Agent may reasonably agree) prior to the

effective date of such prepayment, in each case, specifying such election and the

effective date thereof. Promptly following receipt of any notice, the Administrative

Agent shall advise each Lender of the contents thereof. Each notice delivered by

the Borrower pursuant to this Section 2.08(b) shall be irrevocable; provided that a

notice of termination or reduction may state that such notice is conditioned upon

the effectiveness of other events, in which case such notice may be revoked by the

Borrower (by notice to the Administrative Agent on or prior to the specified

effective date) if such condition is not satisfied.

(iii)

Any termination or reduction of the Revolver Commitment or

prepayment of Advances of any Non-Extending Lender pursuant to this Section

2.08(b) shall be permanent and, if applicable in connection with any termination or

reduction of Revolver Commitments, shall be made concurrently with all required

reallocations, prepayments and cash collateralizations required under Section 2.16;

provided that, for the avoidance of doubt, if any Advances or Letters of Credit are

outstanding, no reduction or termination of Revolving Commitments shall be made

pursuant to this Section 2.08(b) if the conditions set forth in Section 3.02 are not

satisfied on the date of such reduction or termination.

SECTION 2.09.

Scheduled Termination of Commitments.

Unless previously

terminated, (a) the Revolver Commitments of each Non-Extending Lender shall: (i) equal the

Revolving Credit Exposure of such Non-Extending Lender on the Non-Extended Commitment

Termination Date for such Non-Extending Lender, (ii) thereafter be reduced automatically as and

to the extent of reductions in the Revolving Credit Exposure of such Non-Extending Lender and

(iii) terminate on the Non-Extended Final Maturity Date and (b) the Revolver Commitments of

each Extending Lender shall: (i) equal the Revolving Credit Exposure of such Extending Lender

on the Extended Commitment Termination Date, (ii) thereafter be reduced automatically as and to

the extent of reductions in the Revolving Credit Exposure of such Extending Lender and (iii)

terminate on the Extended Final Maturity Date.

SECTION 2.10.

Optional Prepayments.

(a)

The Borrower may prepay any Base Rate Borrowing or Index Term

Benchmark Borrowing, in whole at any time, or from time to time in part in, in each case

without premium or penalty (except for payments under Section 8.05, if any), amounts

aggregating at least $1,000,000 or any larger integral multiple of $100,000 (or any lesser

amount equal to the outstanding balance of such Advance), by paying the principal amount

to be prepaid together with accrued interest thereon to the date of prepayment, (i) upon at

17581681331760230052

least one (1) Business Day’s notice to the Administrative Agent not later than 11:00 A.M.

(Eastern time) on the date of prepayment for any Borrowing that is a Base Rate Borrowing

or Index Term Benchmark Borrowing or (ii) without any notice, any Swing Borrowing.

Each such optional prepayment (other than any optional prepayment made in connection

with the reduction of Revolving Commitments of Non-Extending Lenders in accordance

with Section 2.08(b)) shall be applied (i) first to any Swing Advances outstanding, and (ii)

then applied to prepay ratably the Revolver Advances of the several Lenders outstanding

on the date of payment or prepayment in the following order or priority: (a) first, to Base

Rate Advances, and (b) second, to Index Term Benchmark Advances.

(b) Subject to any payments required pursuant to the terms of Article VIII for

such Tranche Term Benchmark Borrowing, the Borrower may, upon at least three (3)

Business Day’s prior written notice, prepay in minimum amounts of $1,000,000 with

additional increments of $100,000 (or any lesser amount equal to the outstanding balance

of such Advance) all or any portion of the principal amount of any Tranche Term

Benchmark Borrowing prior to the maturity thereof, without premium or penalty (except

for payments under Section 8.05, if any), by paying the principal amount to be prepaid

together with accrued interest thereon to the date of prepayment and such payments

required pursuant to the terms of Article VIII. Each such optional prepayment (other than

any optional prepayment made in connection with the reduction of Revolving

Commitments of Non-Extending Lenders in accordance with Section 2.08(b)) shall be

applied to prepay ratably the Tranche Term Benchmark Advances of the several Lenders

included in such Tranche Term Benchmark Borrowing.

(c)

Upon receipt of a notice of prepayment pursuant to this Section 2.10, the

Administrative Agent shall promptly notify each Lender of the contents thereof and of such

Lender’s ratable share of such prepayment and such notice, once received by the

Administrative Agent, shall not thereafter be revocable by the Borrower.

SECTION 2.11.

Mandatory Prepayments.

(a) On each date on which the Revolver Commitments are reduced or

terminated pursuant to Section 2.08 (other than any reduction or termination of the

Revolver Commitments of a Non-Extending Lender pursuant to Section 2.08(b)), Section

2.09 or Section 9.04(c), the Borrower shall repay or prepay such principal amount of the

outstanding Revolver Advances (or provide Cash Collateral for Letters of Credit as

contemplated by Section 2.04(k)), if any (together with interest accrued thereon and any

amount due under Section 8.05), as may be necessary so that after such payment the

Revolving Credit Exposure does not exceed the aggregate amount of the Revolver

Commitments as then reduced. Each such payment or prepayment of Advances shall be

applied (i) first to any Swing Advances outstanding, and (ii) then applied to prepay ratably

to the Revolver Advances of the several Lenders outstanding on the date of payment or

prepayment in the following order or priority: (a) first, to Base Rate Advances, (b) second,

to Index Term Benchmark Advances; (c) lastly, to Tranche Term Benchmark Advances.

17581681331760230052

(b)

In the event that the Revolving Credit Exposure shall at any time exceed the

aggregate amount of the Revolver Commitments of all of the Lenders at such time, the

Borrower shall immediately repay so much of the Advances (or provide Cash Collateral

for Letters of Credit as contemplated by Section 2.04(k)) as is necessary in order that the

Revolving Credit Exposure, shall not exceed the aggregate amount of the Revolver

Commitments of all of the Lenders at such time. Each such payment or prepayment of

Advances shall be applied (i) first to any Swing Advances outstanding, and (ii) then applied

to prepay ratably to the Revolver Advances of the several Lenders outstanding on the date

of payment or prepayment in the following order or priority: (a) first, to Base Rate

Advances, (b) second, to Index Term Benchmark Advances; (c) lastly, to Tranche Term

Benchmark Advances.

(c)

In the event that the Revolving Credit Exposure at any one time outstanding

shall at any time exceed the Borrowing Base, the Borrower shall, within five Business Days

after delivery of the applicable Borrowing Base Certification Report, repay so much of the

Advances (or provide Cash Collateral for Letters of Credit as contemplated by

Section 2.04(k)) as is necessary in order that the aggregate principal amount of the

Revolving Credit Exposure shall not exceed the Borrowing Base; provided that if within

five Business Days after delivery of a Borrowing Base Certification Report demonstrating

such deficiency, the Borrower shall present the Administrative Agent with a reasonably

feasible plan to enable such deficiency to be cured within 30 Business Days (which 30

Business Day period shall (i) include the five Business Days permitted for delivery of such

plan and (ii) be subject to extension beyond 30 Business Days for an additional period not

exceeding 15 Business Days with the consent of the Administrative Agent in its sole

discretion), then such repayment or Cash Collateralization shall not be required to be

effected immediately but may be effected in accordance with such plan (with such

modifications as the Borrower may reasonably determine), so long as such deficiency is

cured within such 30 Business Day period (or any extended period consented to by the

Administrative Agent in its sole discretion).

(d) During the period commencing on the date immediately following the

Commitment Termination Date applicable to any Lender or Lenders and ending on the

Final Maturity Date applicable to such Lender or Lenders:

(i)

If the Borrower or any of its Subsidiaries (other than a SBIC Entity

or a SPV Subsidiary) Disposes of any property which results in the receipt by such

Person of Net Cash Proceeds in excess of $2,000,000 in the aggregate for any single

Disposition or series of Dispositions, the Borrower shall prepay an aggregate

principal amount of such Advances owed to such Lender or Lenders equal to 100%

of such Net Cash Proceeds; provided that the Borrower shall not be required to

prepay any Advances pursuant to this clause (i) until the aggregate amount of

unpaid Net Cash Proceeds required to be paid under this clause (i) equals or exceeds

$2,000,000 (either for the first time or at any time since the last prepayment of

Advances pursuant to this clause (i)) in which event the Borrower shall prepay an

aggregate principal amount of Advances equal to 100% of such unpaid Net Cash

17581681331760230052

Proceeds within five (5) Business Days of such date (such prepayments to be

applied as set forth in Section 2.05(b)).

(ii)

Upon the sale or issuance by the Borrower or any of its Subsidiaries

(other than a SBIC Entity or a SPV Subsidiary) of any of its Capital Securities

(other than any sales or issuances of Capital Securities to the Borrower or any

Guarantor), the Borrower shall prepay an aggregate principal amount of such

Advances owed to such Lender or Lenders equal to 75% of all Net Cash Proceeds

received therefrom no later than the fifth Business Day following the receipt of

such Net Cash Proceeds (such prepayments to be applied as set forth in Section

2.05(b)).

(iii) Upon the incurrence or issuance by the Borrower or any of its

Subsidiaries (other than a SBIC Entity or a SPV Subsidiary) of any Debt, the

Borrower shall prepay an aggregate principal amount of such Advances owed to

such Lender or Lenders equal to 100% of all Net Cash Proceeds received therefrom

no later than the fifth Business Day following the receipt of such Net Cash Proceeds

(such prepayments to be applied as set forth in Section 2.05(b)).

(iv) Upon any Extraordinary Receipt (which, when taken with all other

Extraordinary Receipts received after the applicable Commitment Termination

Date, exceeds $5,000,000 in the aggregate) received by or paid to or for the account

of the Borrower or any of its Subsidiaries (other than a SBIC Entity or a SPV

Subsidiary), and not otherwise included in clauses (i), (ii) or (iii) of this Section

2.11(d), the Borrower shall prepay an aggregate principal amount of such Advances

owed to such Lender or Lenders equal to 100% of all Net Cash Proceeds received

therefrom no later than the fifth Business Day following the receipt of such Net

Cash Proceeds (such prepayments to be applied as set forth in Section 2.05(b)).

(v)

If the Borrower shall receive any Return of Capital (other than from

any SBIC Entity or SPV Subsidiary), and is not otherwise included in clauses (i),

(ii), (iii) or (iv) of this Section 2.11(d), the Borrower shall prepay an aggregate

principal amount of such Advances owed to such Lender or Lenders equal to 90%

of such Return of Capital (excluding amounts payable by the Borrower pursuant to

Section 8.05) no later than the fifth Business Day following the receipt of such

Return of Capital (such prepayments to be applied as set forth in Section 2.05(b)).

(vi)

The Borrower shall notify the Administrative Agent by telephone

(confirmed by telecopy or electronic communication) of any prepayment under this

clause (d) not later than 11:00 a.m., Eastern time, one Business Day before the date

of prepayment or such lesser period as the Administrative Agent may reasonably

agree. Each such notice shall be irrevocable and shall specify the prepayment date,

the principal amount of each Borrowing or portion thereof to be prepaid and a

reasonably detailed calculation of the amount of such prepayment; provided that

any notice given in connection with this clause (d) may be conditioned on the

consummation of the applicable transaction contemplated by such clause and the

17581681331760230052

receipt by the Borrower or any such Subsidiary (other than a SBIC Entity or a SPV

Subsidiary) of Net Cash Proceeds. Promptly following receipt of any such notice

relating to a Revolver Advance, the Administrative Agent shall advise the affected

Lenders of the contents thereof. Each such prepayment of Advances under this

clause (d) shall be applied (x) from the period commencing on the Non-Extended

Commitment Termination Date and ending on the Extended Commitment

Termination Date, be applied to prepay ratably to the Revolver Advances of the

Non-Extending Lenders for which the Non-Extended Commitment Termination

Date has occurred outstanding on the date of payment or prepayment in the

following order or priority: (a) first, to Base Rate Advances, (b) second, to Index

Term Benchmark Advances; (c) lastly, to Tranche Term Benchmark Advances and

(y) from the Extended Commitment Termination Date to the Extended Final

Maturity Date, (i) first to any Swing Advances outstanding, and (ii) then applied to

prepay ratably to the Revolver Advances of the several Lenders outstanding on the

date of payment or prepayment in the following order or priority: (a) first, to Base

Rate Advances, (b) second, to Index Term Benchmark Advances; (c) lastly, to

Tranche Term Benchmark Advances.

(vii)

Notwithstanding anything to the contrary in this clause (d),

prepayments under this clause (d) shall (A) exclude the amounts necessary for the

Borrower to make all required dividends and distributions (which shall be no less

than the amount estimated in good faith by Borrower under Section 5.12) to

maintain its Tax status as a RIC under the Code and its election to be treated as a

“business development company” under the Investment Company Act for so long

as the Borrower retains such status and to avoid payment by the Borrower of federal

excise Taxes imposed by Section 4982 of the Code for so long as the Borrower

retains the status of a RIC under the Code, and (B) if the Revolver Advances to be

prepaid are Term Benchmark Advances, the Borrower may defer such prepayment

until the last day of the Interest Period applicable to such Loans, so long as the

Borrower deposits an amount equal to such Net Cash Proceeds, no later than the

fifth Business Day following the receipt of such Net Cash Proceeds, into a

segregated collateral account in the name and under the dominion and control of

the Administrative Agent, pending application of such amount to the prepayment

of the Advances on the last day of such Interest Period; provided, further, that the

Administrative Agent may direct the application of such deposits as set forth in

Section 2.11(d)(vi) at any time and if the Administrative Agent does so, no amounts

will be payable by the Borrower pursuant to Section 8.05.

(e)

Any repayment or prepayment made pursuant to this Section shall not affect

the Borrower’s obligation to continue to make payments under any Hedging Agreement,

which shall remain in full force and effect notwithstanding such repayment or prepayment,

subject to the terms of such Hedging Agreement.

(f)

Any repayment or prepayment made pursuant to this Section shall be in cash

without any prepayment premium or penalty (but including all breakage or similar costs)

on the customary terms of the Administrative Agent.

17581681331760230052

SECTION 2.12.

General Provisions as to Payments.

(a)

The Borrower shall make each payment of principal of, and interest on, the

Advances or LC Disbursements and of fees hereunder without any set off, counterclaim or

any deduction whatsoever, not later than 12:00 P.M. (Eastern time) on the date when due,

in Federal or other funds immediately available to the Administrative Agent’s Account.

The Administrative Agent will promptly distribute to theeach Issuing Bank or each Lender

its ratable share of each such payment received by the Administrative Agent for the account

of the Issuing BankBanks or the Lenders, as applicable. For the avoidance of doubt, no

payments shall be allocated solely to Non-Extending Lenders following the occurrence and

during the continuance of an Event of Default or if the Revolving Credit Exposures exceeds

the Borrowing Base at such time.

(b)

Whenever any payment of principal of, or interest on, the Base Rate

Advances or of fees shall be due on a day which is not a Business Day, the date for payment

thereof shall be extended to the next succeeding Business Day. Whenever any payment of

principal of or interest on, the Term Benchmark Advances shall be due on a day which is

not a Business Day, the date for payment thereof shall be extended to the next succeeding

Business Day unless such Business Day falls in another calendar month, in which case the

date for payment thereof shall be the next preceding Business Day. If the date for any

payment of principal is extended by operation of law or otherwise, interest thereon shall be

payable for such extended time.

(c)

Funding by Lenders; Presumption by Administrative Agent. Unless the

Administrative Agent shall have received notice from a Lender prior to the proposed date

of any Borrowing that such Lender will not make available to the Administrative Agent

such Lender’s share of such Borrowing, the Administrative Agent may assume that such

Lender has made such share available on such date in accordance with Section 2.02 and

may, in reliance upon such assumption, make available to the Borrower a corresponding

amount. In such event, if a Lender has not in fact made its share of the applicable

Borrowing available to the Administrative Agent, then the applicable Lender and the

Borrower severally agree to pay to the Administrative Agent forthwith on demand such

corresponding amount with interest thereon, for each day from and including the date such

amount is made available to the Borrower to but excluding the date of payment to the

Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater

of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance

with banking industry rules on interbank compensation and (ii) in the case of a payment to

be made by the Borrower, the interest rate applicable to Base Rate Advances. If the

Borrower and such Lender shall pay such interest to the Administrative Agent for the same

or an overlapping period, the Administrative Agent shall promptly remit to the Borrower

the amount of such interest paid by the Borrower for such period. If such Lender pays its

share of the applicable Borrowing to the Administrative Agent, then the amount so paid

shall constitute such Lender’s Advance included in such Borrowing. Any payment by the

Borrower shall be without prejudice to any claim the Borrower may have against a Lender

that shall have failed to make such payment to the Administrative Agent.

17581681331760230052

(d)

Payments by Borrower; Presumptions by Administrative Agent. Unless the

Administrative Agent shall have received notice from the Borrower prior to the date on

which any payment is due to the Administrative Agent for the account of the Issuing

BankBanks or the Lenders hereunder that the Borrower will not make such payment, the

Administrative Agent may assume that the Borrower has made such payment on such date

in accordance herewith and may, in reliance upon such assumption, distribute to the Issuing

BankBanks or the Lenders the amount due. In such event, if the Borrower has not in fact

made such payment, then the Issuing BankBanks or each of the Lenders severally agrees

to repay to the Administrative Agent forthwith on demand the amount so distributed to

thesuch Issuing Bank or such Lender, with interest thereon, for each day from and

including the date such amount is distributed to it to but excluding the date of payment to

the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined

by the Administrative Agent in accordance with banking industry rules on interbank

compensation.

(e)

Taxes.

(i)

Payments Free of Taxes. Any and all payments by or on account of

any obligation of the Borrower hereunder or under any other Loan Document shall

be made free and clear of and without reduction or withholding for any Taxes,

provided that if the Borrower shall be required by applicable law to deduct any

Indemnified Taxes from such payments, then (A) the sum payable shall be

increased as necessary so that after making all required deductions (including

deductions applicable to additional sums payable under this Section) the

Administrative Agent, the Issuing Bank or Lender, as the case may be, receives an

amount equal to the sum it would have received had no such deductions been made,

(B) the Borrower shall make such deductions and (C) the Borrower shall timely pay

the full amount deducted to the relevant Governmental Authority in accordance

with applicable law.

(ii)

Payment of Other Taxes by the Borrower.The Borrower shall

timely pay any Other Taxes to the relevant Governmental Authority in accordance

with applicable law.

(iii)

(A)

Indemnification by the Borrower.

The Borrower shall

indemnify the Administrative Agent, theeach Issuing Bank and each Lender, within

10 days after demand therefor, for the full amount of any Indemnified Taxes or

Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on

or attributable to amounts payable under this Section) paid by the Administrative

Agent, thesuch Issuing Bank or such Lender, as the case may be, and any penalties,

interest and reasonable expenses arising therefrom or with respect thereto, whether

or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or

asserted by the relevant Governmental Authority; provided, that the Borrower shall

not be obligated to make a payment pursuant to this Section in respect of penalties,

interest and additions to Tax attributable to any Indemnified Taxes or Other Taxes

(and, for the avoidance of doubt, reasonable expenses arising therefrom or with

17581681331760230052

respect thereto), if (i) such penalties, interest or additions to Tax are attributable to

the failure of the Administrative Agent, theany Issuing Bank or any Lender to pay

to the relevant Governmental Authority amounts received by it from the Borrower

in respect of Indemnified Taxes or Other Taxes within thirty (30) calendar days

after receipt of such amount from the Borrower or (ii) such penalties, interest or

additions to Tax are attributable to the gross negligence or willful misconduct of

the Administrative Agent, theany Issuing Bank or any Lender. A certificate as to

the amount of such payment or liability delivered to the Borrower by thean Issuing

Bank, a Lender (with a copy to the Administrative Agent), or by the Administrative

Agent on its own behalf or on behalf of a Lender, shall be conclusive absent

manifest error.

(B)

Indemnification by the Lenders. Each Lender shall severally

indemnify the Administrative Agent, within 10 days after demand therefor,

for (i) any Indemnified Taxes attributable to such Lender (but only to the

extent that the Borrower has not already indemnified the Administrative

Agent for such Indemnified Taxes and without limiting the obligation of the

Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to

comply with the provisions of Section 9.07(d) relating to the maintenance

of a Participant Register and (iii) any Excluded Taxes attributable to such

Lender, in each case, that are payable or paid by the Administrative Agent

in connection with any Loan Document, and any reasonable expenses

arising therefrom or with respect thereto, whether or not such Taxes were

correctly or legally imposed or asserted by the relevant Governmental

Authority. A certificate as to the amount of such payment or liability

delivered to any Lender by the Administrative Agent shall be conclusive

absent manifest error. Each Lender hereby authorizes the Administrative

Agent to set off and apply any and all amounts at any time owing to such

Lender under any Loan Document or otherwise payable by the

Administrative Agent to the Lender from any other source against any

amount due to the Administrative Agent under this paragraph (B).

(iv)

Evidence of Payments. As soon as practicable after any payment of

Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,

the Borrower shall deliver to the Administrative Agent the original or a certified

copy of a receipt issued by such Governmental Authority evidencing such payment,

a copy of the return reporting such payment or other evidence of such payment

reasonably satisfactory to the Administrative Agent.

(v) Status of Lenders. Any Lender that is entitled to an exemption from

or reduction of withholding Tax under the law of the jurisdiction in which the

Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a

party, with respect to payments hereunder or under any other Loan Document shall

deliver to the Borrower (with a copy to the Administrative Agent), at the time or

times prescribed by applicable law or reasonably requested by the Borrower or the

Administrative Agent, such properly completed and executed documentation

17581681331760230052

prescribed by applicable law as will permit such payments to be made without

withholding or at a reduced rate of withholding. In addition, any Lender, if

requested by the Borrower or the Administrative Agent, shall deliver such other

documentation prescribed by applicable law or reasonably requested by the

Borrower or the Administrative Agent as will enable the Borrower or the

Administrative Agent to determine whether or not such Lender is subject to backup

withholding or information reporting requirements. Notwithstanding anything to

the contrary in the preceding two sentences, the completion, execution and

submission of such documentation (other than such documentation set forth in

Sections 2.12(e)(v)(1), (e)(v)(2)(A)-(D) and (e)(vi)) shall not be required if in the

Lender’s reasonable judgment such completion, execution or submission would

subject such Lender to any material unreimbursed cost or expense or would

materially prejudice the legal or commercial position of such Lender.

Without limiting the generality of the foregoing, in the event that the

Borrower is resident for tax purposes in the United States of America, (1) any

Lender that is a U.S. Person shall deliver to the Borrower and the Administrative

Agent on or prior to the date on which such Lender becomes a Lender under this

Agreement (and from time to time thereafter upon the reasonable request of the

Borrower or the Administrative Agent), executed originals of IRS Form W-9

certifying that such Lender is exempt from U.S. federal backup withholding tax and

(2) any Foreign Lender shall deliver to the Borrower and the Administrative Agent

(in such number of copies as shall be requested by the recipient) on or prior to the

date on which such Foreign Lender becomes a Lender under this Agreement (and

from time to time thereafter upon the request of the Borrower or the Administrative

Agent, but only if such Foreign Lender is legally entitled to do so), whichever of

the following is applicable:

(A)

in the case of a Foreign Lender claiming the benefits of an

income tax treaty to which the United States of America is a party (x) with

respect to payments of interest under any Loan Document, executed copies

of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing

an exemption from, or reduction of, U.S. federal withholding Tax pursuant

to the “interest” article of such tax treaty and (y) with respect to any other

applicable payments under any Loan Document, IRS Form W-8BEN or IRS

Form W-8BEN-E, as applicable, establishing an exemption from, or

reduction of, U.S. federal withholding Tax pursuant to the “business

profits” or “other income” article of such tax treaty;

(B)

executed copies of IRS Form W-8ECI;

(C)

in the case of a Foreign Lender claiming the benefits of the

exemption for portfolio interest under section 881(c) of the Code, (x) a U.S.

Tax Compliance Certificate substantially in the form of Exhibit J-1 to the

effect that such Foreign Lender is not (1) a “bank” within the meaning of

section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the

17581681331760230052

Borrower within the meaning of section 881(c)(3)(B) of the Code, or (3) a

“controlled foreign corporation” described in section 881(c)(3)(C) of the

Code and (y) duly completed copies of Internal Revenue Service Form

W-8BEN or IRS Form W-8BEN-E, as applicable;

(D)

to the extent a Foreign Lender is not the beneficial owner,

executed copies of IRS Form W-8IMY, accompanied by IRS Form W-

8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance

Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form

W-9, and/or other certification documents from each beneficial owner, as

applicable; provided that if the Foreign Lender is a partnership and one or

more direct or indirect partners of such Foreign Lender are claiming the

portfolio interest exemption, such Foreign Lender may provide a U.S. Tax

Compliance Certificate substantially in the form of Exhibit J-4 on behalf of

each such direct and indirect partner; or

(E)

any other form prescribed by applicable law as a basis for

claiming exemption from or a reduction in United States federal

withholding Tax duly completed together with such supplementary

documentation as may be prescribed by applicable law to permit the

Borrower to determine the withholding or deduction required to be made,

(vi)

If a payment made to a Lender under any Loan Document would be

subject to United States federal withholding Tax imposed by FATCA if such

Lender were to fail to comply with the applicable reporting requirements of

FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as

applicable), such Lender shall deliver to the Administrative Agent and the

Borrower at the time or times prescribed by law and at such time or times

reasonably requested by the Borrower or the Administrative Agent, such

documentation prescribed by applicable law (including as prescribed by Section

1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably

requested by the Borrower or the Administrative Agent as may be necessary for the

Borrower and the Administrative Agent to comply with their obligations under

FATCA and to determine that such Lender has complied with such Lender’s

obligations under FATCA or to determine the amount to deduct and withhold from

such payment. Solely for purposes of this clause (F), “FATCA” shall include any

amendments made to FATCA after the Closing Date.

Each Lender agrees that if any form or certification it previously delivered expires

or becomes obsolete or inaccurate in any respect, it shall update such form or

certification or promptly notify the Borrower and the Administrative Agent in

writing of its legal inability to do so. For purposes of Section 2.12(e)(v) and (vi),

the term “Lender” includes theeach Issuing Bank.

17581681331760230052

(vii)

Treatment of Certain Refunds. If the Administrative Agent, thean

Issuing Bank or a Lender determines, in its sole discretion, that it has received a

refund of any Taxes or Other Taxes as to which it has been indemnified by the

Borrower or with respect to which the Borrower has paid additional amounts

pursuant to this Section, it shall pay to the Borrower an amount equal to such refund

(but only to the extent of indemnity payments made, or additional amounts paid, by

the Borrower under this Section with respect to the Taxes or Other Taxes giving

rise to such refund), net of all out-of-pocket expenses of the Administrative Agent,

thesuch Issuing Bank or such Lender, as the case may be, and without interest (other

than any interest paid by the relevant Governmental Authority with respect to such

refund), provided that the Borrower, upon the request of the Administrative Agent,

thesuch Issuing Bank or such Lender, agrees to repay the amount paid over to the

Borrower (plus any penalties, interest or other charges imposed by the relevant

Governmental Authority) to the Administrative Agent, thesuch Issuing Bank or

such Lender in the event the Administrative Agent, thesuch Issuing Bank or such

Lender is required to repay such refund to such Governmental Authority. This

paragraph shall not be construed to require the Administrative Agent, theany

Issuing Bank or any Lender to make available its tax returns (or any other

information relating to its taxes that it deems confidential) to the Borrower or any

other Person. Notwithstanding anything to the contrary in this paragraph (vii), in

no event will the Administrative Agent, theany Issuing Bank or any Lender be

required to pay any amount to the Borrower pursuant to this paragraph (vii) the

payment of which would place the Administrative Agent, thesuch Issuing Bank or

such Lender in a less favorable net after-Tax position than the Administrative

Agent, thesuch Issuing Bank or such Lender would have been in if the Tax subject

to indemnification and giving rise to such refund had not been deducted, withheld

or otherwise imposed and the indemnification payments or additional amounts with

respect to such Tax had never been paid.

(viii) Survival. Each party’s obligations under this Section 2.12(e) shall

survive the resignation or replacement of the Administrative Agent or thean Issuing

Bank or any assignment of rights by, or replacement of, a Lender, the termination

of the Revolver Commitments and the repayment, satisfaction or discharge of all

obligations under any Loan Document.

SECTION 2.13.

computed on the basis of

Computation of Interest and Fees. Interest on the Advances shall be

a year of 360 days and paid for the actual number of days elapsed

(including the first day but excluding the last day). Utilization fees, unused commitment fees and

any other fees payable hereunder shall be computed on the basis of a year of 360 days and paid for

the actual number of days elapsed (including the first day but excluding the last day).

SECTION 2.14.

Increase in Commitments.

(a)

The Borrower shall have the right, at any time prior to the date that is thirty

(30) prior to the Extended Commitment Termination Date by written notice to and in

consultation with the Administrative Agent, to request an increase in the aggregate

17581681331760230052

Revolver Commitments (each such requested increase, a “Commitment Increase”), by

having one or more existing Lenders increase their respective Revolver Commitments then

in effect (each, an “Increasing Lender”), by adding as a Lender with a new Revolver

Commitment hereunder one or more Persons that are not already Lenders (each, an

“Additional Lender”), or a combination thereof, provided that (i) any such request for a

Commitment Increase shall be in a minimum amount of $10,000,000, or such lesser

amount as the Administrative Agent may reasonably agree, (ii) immediately after giving

effect to any Commitment Increase, the aggregate Revolver Commitments shall not exceed

$1,717,500,000.001,860,000,000 (the “Maximum Revolver Commitment”), and (iii) no

Default or Event of Default shall have occurred and be continuing on the applicable

Commitment Increase Date or shall result from any Commitment Increase. No consent of

any Lender to such Commitment Increase shall be required. Such notice from the Borrower

shall specify the requested amount of the Commitment Increase. No Lender shall have any

obligation to become an Increasing Lender and any decision by a Lender to increase its

Commitment shall be made in its sole discretion independently from any other Lender.

Other than fees payable under any letter agreement with the Administrative Agent or under

any other letter agreement with a Lender acting as an arranger approved by the

Administrative Agent, which shall be paid in accordance with their terms, any fees paid by

the Borrower for a Commitment Increase to an Increasing Lender, an Additional Lender,

the Administrative Agent or any Lender, as arranger, shall be for their own account and

shall be in an amount, if any, mutually agreed upon by each such party and the Borrower,

in each party’s sole discretion.

(b)

Each Additional Lender must qualify as an Eligible Assignee (the selection

of which shall include the prior approval, not to be unreasonably withheld, conditioned or

delayed, of the Administrative Agent and the, each Issuing Bank and each Swingline

Lender). The Borrower and each Additional Lender shall execute a joinder agreement, and

the Borrower and each Lender shall execute all such other documentation as the

Administrative Agent and the Borrowers may reasonably require, all in form and substance

reasonably satisfactory to the Administrative Agent and the Borrower, to evidence the

Revolver Commitment adjustments referred to in Section 2.14(e); provided that the failure

of any Lender that is not an Additional Lender or an Increasing Lender to execute any such

documentation shall not impair the ability of the Additional Lenders, the Increasing

Lenders and the Borrower to effect a Commitment Increase pursuant to this Section 2.14.

(c)

If the aggregate Revolver Commitments are increased in accordance with

this Section 2.14, the Borrower (in consultation with the Administrative Agent), Increasing

Lender(s) (if any) and Additional Lender(s) (if any) shall agree upon the effective date (the

“Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days

prior to the Extended Commitment Termination Date). The Administrative Agent shall

promptly notify the Lenders of such increase and the Commitment Increase Date.

(d)

Notwithstanding anything set forth in this Section 2.14 to the contrary, the

Borrower shall not incur any Revolver Advances pursuant to any Commitment Increase

(and no Commitment Increase shall be effective) unless the conditions set forth in

17581681331760230052

Section 2.14(a)(i) through (iii) as well as the following conditions precedent are satisfied

on the applicable Commitment Increase Date:

(i) The Administrative Agent shall have received the following, each

dated the Commitment Increase Date and in form and substance reasonably

satisfactory to the Administrative Agent:

(A)

supplement

tothis

Agreement

signed

bythe

Administrative Agent and each other Lender committing to the

Commitment Increase and, all other documentation required by the

Administrative Agent pursuant to Section 2.14(b); and

(B) a certificate of the chief financial officer or another

Responsible Officer of the Borrower, certifying that (x) as of the

Commitment Increase Date, all representations and warranties of the

Borrower and the Guarantors contained in this Agreement and the other

Loan Documents are true and correct in all material respects (or, in the case

of any portion of the representations and warranties already subject a

materiality qualifier, true and correct in all respects) (except to the extent

any such representation or warranty is expressly stated to have been made

as of a specific date, in which case such representation or warranty is true

and correct in all material respects (or, in the case of any portion of any

representations and warranties already subject to a materiality qualifier, true

and correct in all respects) as of such date), and (y) no Default or Event of

Default has occurred and is continuing, both immediately before and after

giving effect to such Commitment Increase (including any Borrowings in

connection therewith and the application of the proceeds thereof).

(ii)

In the case of any Borrowing of Revolver Advances in connection

with such Commitment Increase for the purpose of funding an Acquisition, the

applicable conditions set forth in this Agreement with respect to Acquisitions shall

have been satisfied.

(e)

On the Commitment Increase Date, (i) the aggregate principal outstanding

amount of the Revolver Advances (the “Initial Advances”) immediately prior to giving

effect to the Commitment Increase shall be deemed to be repaid, (ii) immediately after the

effectiveness of the Commitment Increase, the Borrower shall be deemed to have made

new Borrowings of Revolver Advances (the “Subsequent Borrowings”) in an aggregate

principal amount equal to the aggregate principal amount of the Initial Advances and of

the types and for the Interest Periods specified in a Notice of Borrowing delivered to the

Administrative Agent in accordance with Section 2.01, (iii) each Lender shall pay to the

Administrative Agent in immediately available funds an amount equal to the difference, if

positive, between (y) such Lender’s pro rata percentage (calculated after giving effect to

the Commitment Increase) of the Subsequent Borrowings and (z) such Lender’s pro rata

percentage (calculated without giving effect to the Commitment Increase) of the Initial

Advances, (iv) after the Administrative Agent receives the funds specified in clause (iii)

17581681331760230052

above, the Administrative Agent shall pay to each Lender the portion of such funds equal

to the difference, if positive, between (y) such Lender’s pro rata percentage (calculated

without giving effect to the Commitment Increase) of the Initial Advances and (z) such

Lender’s pro rata percentage (calculated after giving effect to the Commitment Increase)

of the amount of the Subsequent Borrowings, (v) the Lenders shall be deemed to hold the

Subsequent Borrowings ratably in accordance with their respective Revolver

Commitments (calculated after giving effect to the Commitment Increase), (vi) the

Borrower shall pay all accrued but unpaid interest on the Initial Advances to the Lenders

entitled thereto, and (vii) Schedule 2.01 shall be deemed amended to reflect the Revolver

Commitments of all Lenders after giving effect to the Commitment Increase. The deemed

payments made pursuant to clause (i) above in respect of each Tranche Term Benchmark

Advance shall be subject to indemnification by the Borrower pursuant to the provisions of

Section 8.05 if the Commitment Increase Date occurs other than on the last day of the

Interest Period relating thereto. Concurrently with any Subsequent Borrowings hereunder,

the Lenders shall be deemed to have adjusted their participation interests in any outstanding

Letters of Credit so that such interests are held ratably in accordance with their

commitments after giving effect to any Commitment Increase.

SECTION 2.15.

Extension Options. On or prior to each of the fourth anniversary of

the SeventhNinth Amendment Effective Date (the “First Extension Date”) and the fifth

anniversary of the SeventhNinth Amendment Effective Date (the “Second Extension Date”), the

Borrower may, by notice to the Administrative Agent (who shall promptly notify the Extending

Lenders) request that the Administrative Agent and the Extending Lenders extend the dates set

forth in the definitions of Extended Commitment Termination Date and Extended Final Maturity

Date by one year, and the Administrative Agent and the Extending Lenders may, each in their sole

and individual discretion, elect to do so, it being understood that (i) no extension shall be effective

unless all Extending Lenders unanimously agree to extend and (ii) any Extending Lender who has

not responded to such extension request within fifteen (15) Business Days following the date of

the Administrative Agent’s notice of such extension request to the Extending Lenders, shall be

deemed to have rejected such request. In the event that one extension request is exercised and

accepted by all Extending Lenders, this Agreement shall be automatically amended as of the First

Extension Date to provide that the definitions of Extended Commitment Termination Date and

Extended Final Maturity Date would each be extended by one year. In the event that two extension

requests are exercised and accepted by all Extending Lenders, upon effectiveness of the second

extension, this Agreement shall be automatically amended as of the Second Extension Date to

provide that the definitions of Extended Commitment Termination Date and Extended Final

Maturity Date would each be extended by a subsequent year. Any extension pursuant to this

Section 2.15 shall be effective as of the date of the amendment to this Agreement effecting such

extension and each such amendment shall be conditioned upon: (x) no Default or Event of Default

and (y) continued accuracy of the representations and warranties, in each case as of the date of

such amendment in all material respects. The first extension request shall expire if not made on

or prior to the First Extension Date and shall not take effect prior to the First Extension Date. The

second extension request shall expire if not made on or prior to the Second Extension Date and

shall not take effect prior to the Second Extension Date. There shall be no more than two (2)

extension requests, resulting in total extensions no longer than two (2) years, so that the Extended

Commitment Termination Date is no later than the sixth anniversary of the SeventhNinth

17581681331760230052

Amendment Effective Date and the Extended Final Maturity Date is no later than the seventh

anniversary date of the SeventhNinth Amendment Effective Date.

SECTION 2.16.

Reallocation Following a Non-Extended Commitment Termination

Date.

(a)Reallocation of Participations and Advances.

(i)

Notwithstanding anything to the contrary herein, (a) in connection

with the reduction or termination of any Non-Extending Lender’s Revolving

Commitments in accordance with Section 2.08(b) on any date prior to the Non-

Extended Commitment Termination Date for such Non-Extending Lender, the

Borrower shall be permitted to request an Advance to be made ratably among the

Extending Lenders and Non-Extending Lenders for which the Non-Extended

Commitment Termination Date shall not have occurred in accordance with the

provisions of Sections 2.02 in an amount up to the amount by which such Non-

Extending Lender’s Revolving Credit Exposure would otherwise exceed such Non-

Extending Lender’s Applicable Percentage of the Revolving Credit Exposure after

giving effect to the reduction or termination of such Non-Extending Lender’s

Revolving Commitment and (b) on any date following the Non-Extended

Commitment Termination Date for any Non-Extending Lender until the Extended

Commitment Termination Date, the Borrower shall be permitted to request an

Advance to be made ratably among the Extending Lenders and Non-Extending

Lenders for which the Non-Extended Commitment Termination Date shall not have

occurred in accordance with Section 2.02 in an amount up to the Revolving Credit

Exposure of each Non-Extending Lender for which the Non-Extended

Commitment Termination Date shall have occurred, in each case of the foregoing

clauses (a) and (b), so long as (x) the conditions set forth in Section 3.02 are

satisfied (and, unless Borrower shall have otherwise notified the Administrative

Agent at such time, Borrower shall be deemed to have represented and warranted

that such conditions are satisfied at such time), (y) such Borrowing does not cause

(I) the Revolving Credit Exposure of any Extending Lender or Non-Extending

Lender for which the Non-Extended Commitment Termination Date shall not have

occurred to exceed such Lender’s Revolving Commitment or (II) the aggregate

Revolving Credit Exposure of all of the Lenders with Revolving Commitments then

in effect to exceed the aggregate Revolving Commitments at such time and (z) the

proceeds of any such Advance are applied solely to reduce the Revolving Credit

Exposure of the applicable Non-Extending Lender or Non-Extending Lenders, as

applicable.

(ii)

All or any part of each Non-Extending Lender’s participation in

Letters of Credit and Swing Advances shall be reallocated on (A) any date on which

the Revolving Commitment of such Non-Extending Lender is reduced or

terminated pursuant to Section 2.08(b) and (B) on the Non-Extended Commitment

Termination Date for such Non-Extending Lender, in each case, among the

Extending Lenders and Non-Extending Lenders for which the Non-Extended

17581681331760230052

Commitment Termination Date shall not have occurred in accordance with their

respective Applicable Percentages after giving effect to the reduction of the

aggregate Revolving Commitments, but only to the extent that (x) the conditions

set forth in Section 3.02 are satisfied at the time of such reallocation (and, unless

Borrower shall have otherwise notified Administrative Agent at such time,

Borrower shall be deemed to have represented and warranted that such conditions

are satisfied at such time), and (y) such reallocation does not cause (I) the aggregate

Revolving Credit Exposure of any Extending Lender or Non-Extending Lender for

which the Non-Extended Commitment Termination Date shall not have occurred

to exceed such Lender’s Revolving Commitment, or (II) the total Revolving Credit

Exposures of Lenders with Revolving Commitments then in effect to exceed the

aggregate Revolving Commitments at such time.

(b)

Cash Collateral; Repayment of Swing Advances. If the prepayment of any

Advance related to the reduction or termination of a Non-Extending Lender’s Revolving

Commitment prior to the Non-Extended Commitment Termination Date described in

clause (a)(i) above or any reallocation described in clause (a)(ii) above cannot, or can only

partially, be effected (or if the Borrower does not request an Advance pursuant to clause

(a)(i) above or requests an Advance in an amount less than the maximum amount permitted

to be requested pursuant to clause (a)(i) above), the Borrower shall, not later than (i) with

respect to any reduction or termination of a Non-Extending Lender’s Revolving

Commitment pursuant to Section 2.08(b), the date of the such reduction or termination or,

(ii) with respect to any reallocation of participations in Letters of Credit and Swing

Advances on the Non-Extended Commitment Termination Date for any Non-Extending

Lender, on the Non-Extended Commitment Termination Date applicable to such Non-

Extending Lender, as the case may be, without prejudice to any right or remedy available

to it hereunder or under law, (x) prepay Swing Advances in an amount equal to the amount

by which the participation obligations of the Non-Extending Lenders for which the Non-

Extended Commitment Termination Date shall have occurred which have not been

reallocated to the Extending Lenders and Non-Extending Lenders for which the Non-

Extended Commitment Termination Date shall not have occurred pursuant to clause (a)(ii)

above, (y) provide Cash Collateral in an amount equal to the amount by which the

participation obligations of such Non-Extending Lenders in Letters of Credit have not been

reallocated pursuant to clause (a)(ii) above and/or (z) prepay any other Advances of a Non-

Extending Lender whose Revolving Commitments have been reduced or terminated

pursuant to Section 2.08(b) in an amount equal to the amount by which the Revolving

Credit Exposure of such Non-Extending Lender after giving effect to any prepayment

described in clause (a)(i)(z) above exceeds such Non-Extending Lender’s Applicable

Percentage of the aggregate Revolving Credit Exposure, after giving effect to any reduction

or termination in such Non-Extending Lender’s Revolving Commitment, as applicable.

17581681331760230052

ARTICLE III

CONDITIONS TO BORROWINGS

SECTION 3.01.

Conditions to Closing and First Borrowing. The obligation of each

Lender to make an Advance on the Closing Date is subject to the satisfaction of the conditions set

forth in Section 3.02 and the following additional conditions:

(a)

receipt by the Administrative Agent from each of the parties hereto of a duly

executed counterpart of this Agreement signed by such party;

(b)

receipt by the Administrative Agent of a duly executed Revolver Note for

the account of each Lender that requested a Revolver Note and a duly executed Swing

Advance Note for the account of the Swingline Lender, in each case complying with the

provisions of Section 2.04;

(c)

receipt by the Administrative Agent of an opinion of counsel to the Loan

Parties, dated as of the Closing Date (or in the case of an opinion delivered pursuant to

Section 5.28 hereof such later date as specified by the Administrative Agent) in a form

satisfactory to Administrative Agent and covering such matters relating to the transactions

contemplated hereby as the Administrative Agent may reasonably request;

(d)

receipt by the Administrative Agent of a certificate (the “Closing

Certificate”), dated the date of the first Borrowing, signed by a chief financial officer or

other authorized officer of each Loan Party, to the effect that, to his knowledge, (i) no

Default has occurred and is continuing on the date of the first Borrowing and (ii) the

representations and warranties of the Loan Parties contained in Article IV are true on and

as of the date of the first Borrowing hereunder;

(e)

receipt by the Administrative Agent of all documents which the

Administrative Agent or any Lender may reasonably request relating to the existence of

each Loan Party, the authority for and the validity of this Agreement, the Notes and the

other Loan Documents, and any other matters relevant hereto, all in form and substance

satisfactory to the Administrative Agent, including without limitation a certificate of

incumbency of each Loan Party (the “Officer’s Certificate”), signed by the Secretary, an

Assistant Secretary, a member, manager, partner, trustee or other authorized representative

of the respective Loan Party, certifying as to the names, true signatures and incumbency of

the officer or officers of the respective Loan Party, authorized to execute and deliver the

Loan Documents, and certified copies of the following items: (i) the Loan Party’s

Organizational Documents; (ii) the Loan Party’s Operating Documents; (iii) if applicable,

a certificate of the Secretary of State of such Loan Party’s state of organization as to the

good standing or existence of such Loan Party, and (iv) the Organizational Action, if any,

taken by the board of directors of the Loan Party or the members, managers, trustees,

partners or other applicable Persons authorizing the Loan Party’s execution, delivery and

performance of this Agreement, the Notes and the other Loan Documents to which the

Loan Party is a party;

17581681331760230052

(f)

completion of due diligence to the satisfaction of the Administrative Agent

with respect to the Borrower and its Subsidiaries, including but not limited to review of the

Investment Policies, risk management procedures, accounting policies, systems integrity,

compliance, management and organizational structure and the loan and investment

portfolio of the Borrower and its Subsidiaries;

(g)

the Security Agreement and the other Collateral Documents, each in form

and content satisfactory to the Administrative Agent shall have been duly executed by the

applicable Loan Parties and such documents shall have been delivered to the

Administrative Agent and shall be in full force and effect and each document (including

each UCC financing statement) required by law or reasonably requested by the

Administrative Agent to be filed, registered or recorded in order to create in favor of the

Administrative Agent for the benefit of the Secured Parties, upon filing, recording or

possession by the Administrative Agent, as the case may be, a valid, legal and perfected

first-priority security interest in and lien on the Collateral described in the Collateral

Documents shall have been delivered to the Administrative Agent; Borrower shall also

deliver or cause to be delivered the certificates (with undated stock powers executed in

blank) for all shares of stock or other equity interests pledged to the Administrative Agent

for the benefit of Lenders pursuant to the Pledge Agreement;

(h)

the Administrative Agent shall have received the results of a search of the

UCC filings (or equivalent filings) made with respect to the Loan Parties in the states (or

other jurisdictions) in which the Loan Parties are organized and the other jurisdictions in

which UCC filings (or equivalent filings) are to be made pursuant to the preceding

paragraph, together with copies of the financing statements (or similar documents)

disclosed by such search, and accompanied by evidence satisfactory to the Administrative

Agent that the Liens other than Permitted Encumbrances indicated in any such financing

statement (or similar document) have been released or subordinated to the satisfaction of

Administrative Agent;

(i)

receipt by the Administrative Agent of a Borrowing Base Certification

Report, dated as of the date of the initial Notice of Borrowing and satisfactory in all respects

to the Administrative Agent;

(j)

the Borrower shall have paid all fees required to be paid by it on the Closing

Date and shall have reimbursed the Administrative Agent for all fees, costs and expenses

of closing the transactions contemplated hereunder and under the other Loan Documents,

including the reasonable legal, audit and other document preparation costs incurred by the

Administrative Agent; and

(k)

such other documents or items as the Administrative Agent, the Lenders or

their counsel may reasonably request.

For purposes of determining compliance with the conditions specified in this Section 3.01,

each Lender that has signed this Agreement shall be deemed to have consented to, approved or

accepted or to be satisfied with, each document or other matter required thereunder to be consented

17581681331760230052

to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall

have received notice from such Lender prior to the proposed Closing Date specifying its objection

thereto.

SECTION 3.02.

Conditions to All Credit Extensions. The obligation of each Lender

to make an Advance on the occasion of each Borrowing or Swing Borrowing and the obligation

of theeach Issuing Bank to issue, amend, renew or extend any Letter of Credit are each subject to

the satisfaction of the following conditions:

(a) with respect to any Borrowing, receipt by the Administrative Agent of a

Notice of Borrowing as required by Section 2.02, together with a Borrowing Base

Certification Report dated as of the date of delivery and satisfactory in all respects to the

Administrative Agent;

(b)

the fact that, immediately before and after such Borrowing, Swing

Borrowing or issuance, amendment, renewal or extension of a Letter of Credit, no Default

shall have occurred and be continuing;

(c)

the fact that the representations and warranties of the Loan Parties contained

in Article IV of this Agreement and the other representations and warranties contained in

the Loan Documents shall be true in all material respects (or, in the case of any portion of

any representations and warranties already subject to a materiality qualifier, true and

correct in all respects), and as of the date of such Borrowing, Swing Borrowing or issuance,

amendment, renewal or extension of a Letter of Credit and after giving effect thereto

(except to the extent that any such representations and warranties speak as to a specific

date, in which case such representations and warranties shall be true in all material respects

(or, in the case of any portion of any representations and warranties already subject to a

materiality qualifier, true and correct in all respects) as of such date);

(d)

the fact that, immediately after such Borrowing, Swing Borrowing or

issuance, amendment, renewal or extension of a Letter of Credit: (A) the aggregate

outstanding principal amount of the Revolver Advances of each Lender plus such Lender’s

Applicable Percentage of the outstanding principal amount of Swing Advances and LC

Exposure will not exceed the amount of its Revolver Commitment and (B) the Revolving

Credit Exposure will not exceed the lesser of (x) the aggregate amount of the Revolver

Commitments of all of the Lenders as of such date and (y) the Borrowing Base; and

(e)

with respect to each Pre-Positioned Investment that is funded with the

proceeds of such Advance, the Administrative Agent and the Collateral Custodian shall

have received a faxed or .PDF copy of the executed note, if any, evidencing such Pre-

Positioned Investment, and, if requested in writing by the Administrative Agent, the

Administrative Agent shall have received a copy of the credit analysis, underwriting

materials and any similar document previously prepared by the Borrower in connection

with its investment decision in such Pre-Positioned Investment.

100

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Each Borrowing, Swing Borrowing or issuance, amendment, renewal or extension of a

Letter of Credit and each Notice of Continuation or Conversion hereunder shall be deemed to be

a representation and warranty by the Loan Parties on the date of such Borrowing, Swing Borrowing

or issuance, amendment, renewal or extension of a Letter of Credit as to the truth and accuracy of

the facts specified in clauses (b), (c) and (d) of this Section.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Borrower and Guarantors represent and warrant to the Administrative Agent and the

Lenders that:

SECTION 4.01.

Existence and Power. The Borrower is a corporation, and each of

its Subsidiaries (other than a Foreclosed Subsidiary) is a corporation, limited liability company or

other legal entity duly organized, validly existing and in good standing under the laws of the

jurisdiction of its incorporation or organization, as the case may be, is, except where the failure to

do so, individually or in the aggregate, could not reasonably be expected to result in a Material

Adverse Effect, duly qualified to transact business in every jurisdiction where, by the nature of its

business, such qualification is necessary, and has, except where the failure to do so, individually

or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, all

organizational powers and all governmental licenses, authorizations, consents and approvals

required to carry on its business as now conducted.

SECTION 4.02.

Organizational

and

Governmental

Authorization;

Contravention. The execution, delivery and performance by each Loan Party of this Agreement,

the Notes, the Collateral Documents and the other Loan Documents to which such Loan Party is a

party (i) are within such Loan Party’s organizational powers, (ii) have been duly authorized by all

necessary Organizational Action, (iii) require no action by or in respect of, or filing with, any

Governmental Authority that has not been obtained or made when required, (iv) do not contravene,

or constitute a default under, any provision of applicable law or regulation or of the Organizational

Documents and Operating Documents of such Loan Party or of any agreement, judgment,

injunction, order, decree or other instrument binding upon such Loan Party or any of its

Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of such

Loan Party or any of its Subsidiaries (other than Liens in favor of the Administrative Agent for the

benefit of the Secured Parties to secure the Obligations).

SECTION 4.03.

Binding Effect. This Agreement constitutes a valid and binding

agreement of the Loan Parties enforceable in accordance with its terms, and the Notes, the

Collateral Documents and the other Loan Documents, when executed and delivered in accordance

with this Agreement, will constitute valid and binding obligations of the Loan Parties party to such

Loan Document enforceable in accordance with their respective terms, provided that the

enforceability hereof and thereof is subject in each case to general principles of equity (regardless

of whether such enforceability is considered in a proceeding in equity or at law) and to bankruptcy,

insolvency and similar laws affecting the enforcement of creditors’ rights generally.

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SECTION 4.04.

Financial Information.

(a)

The audited consolidated balance sheet of the Borrower as of December 31,

2020 and the related consolidated statements of income, shareholders’ equity and cash

flows for the Fiscal Year then ended, reported on by Grant Thornton LLP, copies of which

have been delivered to the Administrative Agent for delivery to each of the Lenders, fairly

present, in conformity with GAAP, the consolidated financial position of the Borrower and

its Consolidated Subsidiaries as of such dates and their consolidated results of operations

and cash flows for such periods stated.

(b)

Since December 31, 2020 there has been no event, act, condition or

occurrence having a Material Adverse Effect.

SECTION 4.05.

Litigation. There is no action, suit or proceeding pending, or to the

knowledge of the Loan Parties threatened in writing, against or affecting the Loan Parties or any

of their respective Subsidiaries before any court or arbitrator or any Governmental Authority which

in any manner draws into question the validity or enforceability of, or could impair the ability of

the Borrower or the Borrower and the other Loan Parties, taken as a whole, to perform their

obligations under, this Agreement, the Notes, the Collateral Documents or any of the other Loan

Documents.

SECTION 4.06.

Compliance with ERISA.

(a)

TheExcept as could not reasonably be expected to result in a Material

Adverse Effect, the Loan Parties and each member of the Controlled Group have fulfilled

their obligations under the minimum funding standards of ERISA and the Code with

respect to each Plan and are in compliance with the applicable provisions of ERISA and

the Code, and have not incurred any liability to the PBGC or a Plan under Title IV of

ERISA.

(b)

NeitherExcept as could not reasonably be expected to result in a Material

Adverse Effect, neither the Loan Parties nor any member of the Controlled Group is or

ever has been obligated to contribute to any Multiemployer Plan.

and will not constitute “plan assets,” within the meaning of ERISA, the Code and the

respective regulations promulgated thereunder. The execution, delivery and performance

of this Agreement, and the borrowing and repayment of amounts hereunder, do not and

will not constitute “prohibited transactions” under ERISA or the Code.

SECTION 4.07.

Payment of Taxes. There have been filed on behalf of the Loan

Parties and their respective Subsidiaries all material U.S. federal, state and local income, excise,

property and other tax returns which are required to be filed by them and all taxes due pursuant to

such returns or pursuant to any assessment received by or on behalf of the Loan Parties or any

Subsidiary have been paid other than those being contested in good faith and by appropriate

proceedings diligently conducted and with respect to which such Person has established adequate

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reserves in accordance with GAAP. The charges, accruals and reserves on the books of the Loan

Parties and their respective Subsidiaries in respect of taxes or other governmental charges are, in

the opinion of the Loan Parties, adequate. No Loan Party has been given or been requested to give

a waiver of the statute of limitation relating to the payment of Federal, state, local or foreign taxes.

SECTION 4.08.

Subsidiaries.No Loan Party has any Subsidiaries except those

Subsidiaries listed on Schedule 4.24 and as set forth in any Compliance Certificate provided to the

Administrative Agent and Lenders pursuant to Section 5.01(c) after the SeventhNinth Amendment

Effective Date, which accurately sets forth each such Subsidiary’s complete name and jurisdiction

of organization.

SECTION 4.09.

Investment Company Act, Etc. The Borrower qualifies as an RIC

and is an “investment company” that has elected to be regulated as a “business development

company” as defined in Section 2(a)(48) of the Investment Company Act and is subject to

regulation as such under the Investment Company Act including Section 18, as modified by

Section 61, of the Investment Company Act. The business and other activities of the Borrower,

including but not limited to, the making of the Advances by the Lenders and the issuance,

amendment, renewal or extensions of the Letters of Credit, the application of the proceeds and

repayment thereof by the Borrower and the consummation of the transactions contemplated by the

Loan Documents to which the Borrower is a party do not result in any violations, with respect to

the Borrower, of the provisions of the Investment Company Act or any rules, regulations or orders

issued by the SEC thereunder, in each case, that are applicable to the Borrower.

SECTION 4.10.

All Consents Required.All approvals, authorizations, consents,

orders or other actions of any Person or of any Governmental Authority (if any) required in

connection with the due execution, delivery and performance by the Loan Parties of this

Agreement and any Loan Document to which any Loan Party is a party, have been obtained.

SECTION 4.11.

Ownership of Property; Liens. Each of the Loan Parties and their

respective Subsidiaries has title or the contractual right to possess its properties material to its

business, except for minor defects in title that do not interfere with its ability to conduct its business

as currently conducted or to utilize such properties for their intended purposes, and none of such

properties is subject to any Lien except as permitted in Section 5.14 and except for Liens on the

properties or Capital Securities of any SPV Subsidiary.

SECTION 4.12.

No Default. No Loan Party or any of their respective Subsidiaries

is in default in any material respect under or with respect to any material agreement, instrument or

undertaking to which it is a party or by which it or any of its property is bound. No Default or

Event of Default has occurred and is continuing.

SECTION 4.13.

[Intentionally Omitted].

SECTION 4.14.

Environmental Matters.

(a)

Loan Party or any Subsidiary of a Loan Party is subject to any

Environmental Liability which would reasonably be expected to have a Material Adverse

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Effect and no Loan Party or any Subsidiary of a Loan Party has been designated as a

potentially responsible party under CERCLA. None of the Properties has been identified

on any current or proposed (i) National Priorities List under 40 C.F.R. § 300, (ii) SEMS

Database list or (iii) any list arising from a state statute similar to CERCLA.

(b)

No Hazardous Materials have been or are being used, produced,

manufactured, processed, treated, recycled, generated, stored, disposed of, managed or

otherwise handled at, or shipped or transported to or from the Properties or are otherwise

present at, on, in or under the Properties, except for Hazardous Materials, such as cleaning

solvents, office supplies, pesticides and other materials used, produced, manufactured,

processed, treated, recycled, generated, stored, disposed of, and managed or otherwise

handled in minimal amounts in the ordinary course of business of such Loan Party or

Subsidiary of a Loan Party in compliance with all applicable Environmental Requirements,

except where the failure to do so, individually or in the aggregate, could not reasonably be

expected to result in a Material Adverse Effect.

(c)

The Loan Parties, and each of their respective Subsidiaries, has procured all

material Environmental Authorizations necessary for the conduct of the business

contemplated on such Property, and is in compliance with all Environmental Requirements

in connection with the operation of the Properties and the Loan Party’s, and each of their

respective Subsidiary’s, respective businesses, except where the failure to do so,

individually or in the aggregate, could not reasonably be expected to result in a Material

Adverse Effect.

SECTION 4.15.

Compliance with Laws. Each Loan Party and each Subsidiary of a

Loan Party is in compliance with all applicable laws, including, without limitation, all

Environmental Laws and all regulations and requirements of the SEC and the National Association

of Securities Dealers, Inc. (including with respect to timely filing of reports), except where the

failure to do so, individually or in the aggregate, could not reasonably be expected to result in a

Material Adverse Effect.

SECTION 4.16.

Capital Securities. All Capital Securities, debentures, bonds, notes

and all other securities of each Loan Party and their respective Subsidiaries presently issued and

outstanding are, if applicable, validly and properly issued in accordance with all applicable laws,

including, but not limited to, the “Blue Sky” laws of all applicable states and the federal securities

laws. The issued shares of Capital Securities of each of the Loan Party’s respective Subsidiaries

are owned by the Loan Parties free and clear of any lien or adverse claim other than Liens permitted

under Section 5.14 and Liens with respect to the Capital Securities of any SPV Subsidiary.

SECTION 4.17.

Margin Stock. No Loan Party or any of their respective Subsidiaries

is engaged principally, or as one of its important activities, in the business of purchasing or carrying

any Margin Stock, and no part of the proceeds of any Advance will be used to purchase or carry

any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin

Stock, or be used for any purpose which violates, or which is inconsistent with, the provisions of

Regulation X of the Board of Governors of the Federal Reserve System. Following the application

of the proceeds from each Advance, not more than 25% of the value of the assets, either of the

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Borrower only or of the Borrower and its Subsidiaries on a consolidated basis, will be “Margin

Stock.”

SECTION 4.18.

Insolvency. After giving effect to the execution and delivery of the

Loan Documents and the making of the Advances or issuance, amendment, renewal or extension

of any Letter of Credit under this Agreement, no Loan Party will be “insolvent,” within the

meaning of such term as defined in § 101 of Title 11 of the United States Code or Section 2 of

either the Uniform Fraudulent Transfer Act or the Uniform Fraudulent Conveyance Act, or any

other applicable state law pertaining to fraudulent transfers, as each may be amended from time to

time, or be unable to pay its debts generally as such debts become due, or have an unreasonably

small capital to engage in its business or any transaction undertaken by it, whether current or

contemplated.

SECTION 4.19.

Collateral Documents.Upon execution by the applicable Loan

Parties, the Collateral Documents shall be effective to create in favor of the Administrative Agent,

for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the

Collateral, securing the Obligations, and, upon (i) the filing of one or more UCC financing

statements in the appropriate jurisdictions, (ii) delivery of the certificates evidencing shares of

stock, membership interests and other equity interests and delivery of the original notes and other

instruments representing debt or other obligations owing to the Loan Parties to the Collateral

Custodian as bailee for the Administrative Agent and (iii) execution and delivery of notices to the

depositary banks in the form attached hereto as Exhibit E with respect to the amendment and

restatement of the Existing Credit Agreement provided in this Agreement, the Administrative

Agent shall have or continue to have a fully perfected first priority Lien (subject to Permitted

Liens) on, and security interest in, all right, title and interest of the applicable Loan Parties, in such

Collateral and the proceeds thereof that can be perfected upon filing of one or more UCC financing

statements and execution and delivery of such equity interests, notes and other instruments and

such control agreements, in each case prior and superior in any right to any other Person (other

than Liens permitted under Section 5.14).

SECTION 4.20.

Labor Matters. There are no strikes, lockouts, slowdowns or other

labor disputes against any Loan Party or any Subsidiary of any Loan Party pending or, to the

knowledge of any Loan Party, threatened. The hours worked by and payment made to employees

of the Loan Parties and each Subsidiary of any Loan Party have been in compliance with the Fair

Labor Standards Act and any other applicable federal, state or foreign law dealing with such

matters. All payments due from the Loan Parties or any of their respective Subsidiaries, or for

which any claim may be made against the Loan Parties or any of their respective Subsidiaries, on

account of wages and employee health and welfare insurance and other benefits, have been paid

or accrued as a liability on the books of the Loan Party or such Subsidiary, as appropriate. No

Loan Party or any Subsidiary of a Loan Party is party to a collective bargaining agreement.

SECTION 4.21.

Patents, Trademarks, Etc. The Loan Parties and their respective

Subsidiaries own, or are licensed to use, all patents, trademarks, trade names, copyrights,

technology, know-how and processes, service marks and rights with respect to the foregoing that

are material to the businesses, assets, operations, properties or condition (financial or otherwise)

of the Loan Parties and their respective Subsidiaries taken as a whole. The use of such patents,

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trademarks, trade names, copyrights, technology, know-how, processes and rights with respect to

the foregoing by the Loan Parties and their respective Subsidiaries, does not infringe on the rights

of any Person, except where the failure to do so, individually or in aggregate, could not reasonably

be expected to result in a Material Adverse Effect.

SECTION 4.22.

Insurance. The Loan Parties and each of their Subsidiaries (other

than Immaterial Subsidiaries) has (either in the name of such Loan Party or in such Subsidiary’s

name), with financially sound and reputable insurance companies, insurance in at least such

amounts and against at least such risks as are usually insured against by companies of established

repute engaged in the same or similar business.

SECTION 4.23.

respective Subsidiaries, is

Anti-Terrorism Laws. None of the Loan Parties, or any of their

in violation of any laws relating to terrorism or money laundering,

including, without limitation, the Patriot Act.

SECTION 4.24.

Ownership Structure.

As of the SeventhNinth Amendment

Effective Date, Schedule 4.24 is a complete and correct list of all Subsidiaries of the Borrower and

of each Loan Party setting forth for each such Subsidiary, (i) the jurisdiction of organization of

such Subsidiary, (ii) each Person holding any Capital Securities in such Subsidiary, (iii) the nature

of the Capital Securities held by each such Person, and (iv) the percentage of ownership of such

Subsidiary represented by such Capital Securities. Except as disclosed in such Schedule, as of the

SeventhNinth Amendment Effective Date, (i) the Borrower and its Subsidiaries owns, free and

clear of all Liens and has the unencumbered right to vote, all outstanding Capital Securities in each

Person shown to be held by it on such Schedule, (ii) all of the issued and outstanding Capital

Securities of each Person is, if applicable, validly issued, fully paid and nonassessable and (iii)

there are no outstanding subscriptions, options, warrants, commitments, preemptive rights or

agreements of any kind (including, without limitation, any stockholders’ or voting trust

agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible

into, any additional Capital Securities of any type in, any such Person.

SECTION 4.25.

Reports Accurate; Disclosure.

As of the SeventhNinth

Amendment Effective Date, the Borrower has disclosed in its public filings or to the Lenders all

agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is

subject, that, if terminated prior to its term, individually or in the aggregate, could reasonably be

expected to result in a Material Adverse Effect. Neither this Agreement, nor any Loan Document,

nor any other written agreement, document, certificate or statement (other than projected financial

information, other forward looking information and information of a general economic or general

industry nature or information relating to third parties that, for the avoidance of doubt, are not

Affiliates) furnished by or on behalf of the Borrower to the Administrative Agent or the Lenders

in connection with the transactions contemplated hereby (as modified or supplemented by other

information so furnished) when taken together with the Borrower’s public filings and as a whole

(and after giving effect to all updates, modifications and supplements) contains any material

misstatement of fact or omits to state a material fact necessary in order to make the statements

contained herein or therein not misleading in light of the circumstances under which they were

made; provided that with respect to projected financial information, the Borrower represents only

that such information was prepared in good faith based upon assumptions believed to be reasonable

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at the time of the preparation thereof (it being understood that projections are subject to significant

and inherent uncertainties and contingencies which may be outside of the Borrower’s control and

that no assurance can be given that projections will be realized, and are therefore not to be viewed

as fact, and that actual results for the periods covered by projections may differ from the projected

results set forth in such projections and that such differences may be material).

SECTION 4.26.

[Intentionally Omitted].

SECTION 4.27.

Affiliate Transactions. Except as disclosed on Schedule 4.27 or

otherwise permitted by Section 5.27, neither the Borrower nor any Subsidiary nor any other Loan

Party is a party to or bound by any agreement or arrangement (whether oral or written) to which

any Affiliate of the Borrower, any Subsidiary or any other Loan Party is a party.

SECTION 4.28.

Administrative Agent or

Broker’s Fees. Except as set forth in any letter agreement with the

any Lender, no broker’s or finder’s fee, commission or similar

compensation will be payable with respect to the transactions contemplated hereby.

SECTION 4.29.

Survival of Representations and Warranties, Etc. All statements

contained in any certificate, financial statement or other instrument delivered by or on behalf of

the Borrower, any Subsidiary or any other Loan Party to the Administrative Agent or any Lender

pursuant to or in connection with this Agreement or any of the other Loan Documents (including,

but not limited to, any such statement made in or in connection with any amendment thereto or

any statement contained in any certificate, financial statement or other instrument delivered by or

on behalf of any Loan Party prior to the Closing Date and delivered to the Administrative Agent

or any Lender in connection with the underwriting or closing of the transactions contemplated

hereby) shall constitute representations and warranties made by the Loan Parties in favor of the

Administrative Agent and each of the Lenders under this Agreement. All such representations and

warranties shall survive the effectiveness of this Agreement, the execution and delivery of the

Loan Documents and the making of the Advances or issuance of any Letters of Credit.

SECTION 4.30.

Loans and Investments. No Loan Party nor any of their respective

Subsidiaries has made a loan, advance or Investment which is outstanding or existing on the

SeventhNinth Amendment Effective Date except (i) Portfolio Investments in the ordinary course

of business and consistently with the Investment Policies, (ii) Investments in Subsidiaries as set

forth on Schedule 4.24, (iii) Investments in Cash and Cash Equivalents, and (iv) other Investments

in existence on the SeventhNinth Amendment Effective Date and described on Schedule 4.30.

SECTION 4.31.

[Intentionally Omitted]

SECTION 4.32.

USA Patriot Act; OFAC; Anti-Corruption Laws.

(a)

Neither the Borrower nor any of its Subsidiaries nor, to the knowledge of

the Borrower, any other Affiliate of the Borrower or any director, officer, agent or

employee of the Borrower or of any of its AffiliatesSubsidiaries, is: (i) subject to

comprehensive sanctions or economic embargoes (collectively, “Sanctions”) administered

by OFAC, the U.S. Department of State, the European Union, Her or any European Union

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member state thereof, His Majesty’s Treasury, the United Nations Security Council, or any

other relevant sanctions authority (collectively, “Sanctions Authority”) or, (ii) organized

or resident in a Sanctioned Country or (iii) owned or controlled (as such terms are defined

by the relevant Sanctions Authority) by any such Person or Persons subject to Sanctions or

organized or resident in a Sanctioned Country. Furthermore, no part of the proceeds of any

Advance will be used, directly or knowingly indirectly, by the Borrower or any of its

Subsidiaries or, to the knowledge of the Borrower, any other Affiliate of the Borrower or

any director, officer, agent or employee of the Borrower or of any of its

AffiliatesSubsidiaries, to finance or facilitate aany activities, business or transaction with

a person subject to Sanctionsany Person, or in any country or territory, to the extent such

activities, business or transaction would be prohibited by Sanctions if conducted by a

corporation incorporated in the United States.

(b)

Borrower has implemented an anti-money laundering program to the extent

required by the Patriot Act, as amended, and the rules and regulations thereunder.

(c)

Neither the Borrower nor any of its Subsidiaries nor, to the Borrower’s

knowledge, any other Affiliate of the Borrower or any director, officer, agent or employee

of the Borrower or of any AffiliateSubsidiary of the Borrower, has: (i) used any corporate

funds for any unlawful contribution, gift, entertainment or other unlawful expense relating

to political activity or to influence official action; (ii) made any direct or indirect unlawful

payment to any foreign or domestic government official or employee from corporate funds;

(iii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful

payment; or (iv) violated or is in violation of any applicable provision of the U.S. Foreign

Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the

“FCPA”), the UK Bribery Act of 2010, as amended and the rules and regulations

thereunder and any applicable law or regulation implementing the OECD Convention on

Combating Bribery of Foreign Public Officials in International Business Transactions

(collectively with the FCPA, the “Anti-Corruption Laws”); and each of the Borrower and

its Subsidiaries, and, to Borrower’s knowledge, each other Affiliate and each director,

officer, agent and employee of the Borrower and of its AffiliatesSubsidiaries, have

conducted their business in compliance with the Anti-Corruption Laws and Sanctions, and

have instituted and maintained policies and procedures reasonably designed to ensure, and

which are reasonably expected to continue to ensure, compliance therewith. Furthermore,

no part of the proceeds of any Advance will be used, directly or indirectly, by the Borrower

or any of its Subsidiaries or, to the knowledge of the Borrower, any other Affiliate or any

director, officer, agent or employee of the Borrower or of any of its AffiliatesSubsidiaries,

to finance or facilitate a transaction in violation of any Anti-Corruption Law and/or

Sanctions.

SECTION 4.33.

Material Contract. Schedule 4.33 is a complete and correct list, as

of the

SeventhNinth Amendment Effective Date, of each credit agreement, loan agreement,

indenture, purchase agreement, guarantee, letter of credit or other arrangement providing for or

otherwise relating to any Debt for borrowed money or any extension of credit (or commitment for

any extension of credit) to, or guarantee for borrowed money by, the Borrower or any other Loan

Party outstanding on the SeventhNinth Amendment Effective Date (in each case, other than any

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such agreement or arrangement that is between or among an Obligor and any other Loan Party),

and the aggregate principal or face amount outstanding or that is, or may become, outstanding

under each such arrangement, in each case, as of the SeventhNinth Amendment Effective Date, is

correctly described in Schedule 4.33. None of the Loan Parties is subject to any contract or other

arrangement, the performance of which by them could reasonably be expected to result in a

Material Adverse Effect.

SECTION 4.34.

Collateral-Mortgaged Properties. With respect to each Mortgaged

Property within the Collateral the Administrative Agent has: (i) a first priority lien (subject to

Permitted Liens) upon the fee simple title to the Mortgaged Property; (ii) a first priority lien

(subject to Permitted Liens) upon the leases and rents applicable to the Mortgaged Property; (iii)

a first priority lien (subject to Permitted Liens) upon all equipment and fixtures applicable to the

Mortgaged Property; and (iv) all Mortgaged Property Security Documents reasonably requested

by the Administrative Agent.

SECTION 4.35.

Mortgaged Properties.

As of the SeventhNinth Amendment

Effective Date, Schedule 1.01(b) is a correct and complete list of all Mortgaged Properties included

in the Collateral.

SECTION 4.36.

Common Enterprise. The successful operation and condition of the

Loan Parties is dependent on the continued successful performance of the functions of the group

of Loan Parties as a whole and the successful operation of each of the Loan Parties is dependent

on the successful performance and operation of each other Loan Party. Each Loan Party expects

to derive benefit (and its board of directors or other governing body has determined that it may

reasonably be expected to derive benefit), directly and indirectly, from (i) successful operations of

each of the other Loan Parties and (ii) the credit extended by the Lenders to the Borrower

hereunder, both in their separate capacities and as members of the group of companies. Each Loan

Party has determined that execution, delivery, and performance of this Agreement and any other

Loan Documents to be executed by such Loan Party is within its purpose, will be of direct and

indirect benefit to such Loan Party, and is in its best interest.

SECTION 4.37.

Investment Policies.Since the Omnibus Amendment Effective

Date, there have been no material changes in the Investment Policies other than Permitted Policy

Amendments, and the Borrower has at all times complied in all material respects with the

Investment Policies with respect to each Portfolio Investment. The Investment Policies are fully

and accurately described in all material respects in the Borrower’s annual report on Form 10-K

most recently filed with the SEC, and any subsequent quarterly reports on Form 10-Q filed with

the SEC.

SECTION 4.38.

Portfolio Investments The Borrower has not authorized the filing of

and is not aware of any financing statements against the Borrower that include a description of

collateral covering the Portfolio Investments owned directly by the Borrower other than any

financing statement arising from a Permitted Lien.

SECTION 4.39.

Outbound Investment Rules The Borrower and its Subsidiaries (i)

are not engaged, and have no intention to engage, in any activity in violation of the Outbound

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Investment Rules, and (ii) are not engaged in any activity that would cause the Administrative

Agent or any Lender (x) to be in violation of the Outbound Investment Rules or (y) to be legally

prohibited by the Outbound Investment Rules from performing under this Agreement.

ARTICLE V

COVENANTS

The Borrower and Guarantors agree, jointly and severally, that, so long as any Lender has

any Revolver Commitment hereunder or any Obligation remains unpaid (and, with respect to

Letters of Credit, have not expired, been terminated, cash collateralized or backstopped):

SECTION 5.01.

Information.

The Borrower will deliver to the Administrative

Agent, who will then promptly deliver to each of the Lenders:

(a)

as soon as available and in any event within 90 days after the end of each

Fiscal Year, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries

as of the end of such Fiscal Year and the related consolidated statements of income,

shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in

comparative form the figures for the previous Fiscal Year, all certified by Grant Thornton

LLP or other independent public accountants reasonably acceptable to the Administrative

Agent, with such certification to be free of exceptions and qualifications not acceptable to

the Required Lenders;

(b)

as soon as available and in any event within 45 days after the end of each

of the first three Fiscal Quarters of each Fiscal Year, a consolidated balance sheet of the

Borrower and its Consolidated Subsidiaries as of the end of such Fiscal Quarter and the

related statement of income and statement of cash flows for such Fiscal Quarter and for the

portion of the Fiscal Year ended at the end of such Fiscal Quarter, setting forth in each

case in comparative form the figures for the corresponding Fiscal Quarter and the

corresponding portion of the previous Fiscal Year, all certified (subject to normal year-end

adjustments and the absence of footnotes) as to fairness of presentation in all material

respects, GAAP and consistency (except as set forth therein) by the chief financial officer

or other authorized officer of the Borrower;

(c)

simultaneously with the delivery of each set of financial statements referred

to in clauses (a) and (b) above, a certificate, substantially in the form of Exhibit F and with

compliance calculations in form and content reasonably satisfactory to the Administrative

Agent (a “Compliance Certificate”), of the chief financial officer or other authorized

officers of the Borrower (i) setting forth in reasonable detail the calculations required to

establish whether a Value Triggering Event has occurred, including calculations setting

forth the Value of each Debt Security and Senior Bank Loan Investment to its par value,

the Obligor Net Senior Leverage Ratio for the Relevant Test Period for each Obligor, and

the Obligor Interest Coverage Ratio for the Relevant Test Period for each Obligor, (ii)

setting forth in reasonable detail the calculations required to establish whether the Loan

Parties were in compliance with the requirements of Sections 5.04, 5.05, 5.07, 5.09, 5.10,

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5.11 and 5.12 on the date of such financial statements, (iii) [reserved], (iv) setting forth the

identities of the respective Subsidiaries on the date of such financial statements, (v) stating

whether any Default exists on the date of such certificate and, if any Default then exists,

setting forth the details thereof and the action which the Loan Parties are taking or propose

to take with respect thereto, (vi) setting forth certain Separate Company Selected Financial

Information for each of the SBIC Entities and each SPV Subsidiary as set forth in Exhibit

F, and (vii) setting forth in reasonable detail the calculation of the Asset Coverage Ratio of

the Borrower as of the end of the most recent Fiscal Quarter;

(d)

promptly at the request of the Administrative Agent, financial statements,

calculations, and any other information with respect to Debt Securities and Senior Bank

Loan Investments reasonably necessary for the Administrative Agent to determine whether

a Value Triggering Event has occurred and is continuing, including calculations setting for

the Value of each Debt Security and Senior Bank Loan Investment to its respective par

value, the Obligor Net Senior Leverage Ratio for the Relevant Test Period for each Obligor,

and the Obligor Interest Coverage Ratio for the Relevant Test Period for each Obligor;

(e)

within 5 Business Days after the Borrower becomes aware of the occurrence

of any Default (unless the Borrower first becomes aware of such Default from a notice

delivered by the Administrative Agent), a certificate of the chief financial officer or other

authorized officer of the Borrower setting forth the details thereof and the action which the

Borrower is taking or proposes to take with respect thereto;

(f) promptly after the same become publicly available, copies of all periodic and

other reports, proxy statements and other materials filed with the SEC, or any

Governmental Authority succeeding to any or all functions of the SEC, or with any national

securities exchange, or distributed by the Borrower to its shareholders generally, as the

case may be;

(g)

except as could not reasonably be expected to result in a Material Adverse

Effect, if and when the Borrower or any member of the Controlled Group (i) gives or is

required to give notice to the PBGC of any “reportable event” (as defined in Section 4043

of ERISA) with respect to any Plan which might constitute grounds for a termination of

such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has

given or is required to give notice of any such reportable event, a copy of the notice of such

reportable event given or required to be given to the PBGC; (ii) receives notice of complete

or partial withdrawal liability under Title IV of ERISA, a copy of such notice; or

(iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or

appoint a trustee to administer any Plan, a copy of such notice;

(h)

promptly after the Borrower knows of the commencement thereof, notice

of any litigation, dispute or proceeding (and any material development in respect of such

proceedings) involving a claim against a Loan Party and/or any Subsidiary of a Loan Party

that, if adversely determined, could reasonably be expected to result in a Material Adverse

Effect.

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(i)

a Borrowing Base Certification Report, substantially in the form of Exhibit

D and otherwise in form and content reasonably satisfactory to the Administrative Agent,

which report is certified as to truth and accuracy by the chief financial officer or other

authorized officer of the Borrower and which report shall be delivered (A) while any

Advances or Letters of Credit or other amounts are outstanding, by the tenth Business Day

following the last day of each month and (B) otherwise, by the tenth Business Day

following the last day of each Fiscal Quarter;

(j)

promptly at the request of the Administrative Agent, (i) copies of the

Investment Documents with respect to any Portfolio Investment and (ii) the most recent

valuation report of the Borrower’s and its Subsidiaries’ loan and investment portfolio,

conducted by an Approved Third-Party Appraiser designated by the Borrower (provided

that the Administrative Agent executes and delivers any non-reliance letter, release,

confidentiality agreement or similar agreements required by such Approved Third-Party

Appraiser);

(k)

[Intentionally Omitted];

(l)

promptly upon the occurrence of any Internal Control Event which is

required to be publicly disclosed of which a Responsible Officer (other than a Responsible

Officer committing the fraud constituting such Internal Control Event) has knowledge; and

(m) from time to time such additional information regarding the financial

position or business of the Borrower, its Subsidiaries, and each Loan Party as the

Administrative Agent, at the request of any Lender, may reasonably request.

For purposes of clauses (a), (b) and (f) of this Section 5.01, all financial statements and

other information contained therein filed with the SEC shall be deemed delivered hereunder;

provided, however, that nothing in the foregoing shall be deemed to relieve the Borrower of its

obligation to deliver a Compliance Certificate pursuant to clause (c).

SECTION 5.02.

Inspection of Property, Books and Records. The Borrower will (i)

keep, and will cause each of its Subsidiaries to keep, proper books of record and account in

conformity with GAAP; (ii) permit, and will cause each Subsidiary of the Borrower (other than

SPV Subsidiaries) and each Loan Party to permit, with at least five (5) Business Days’ prior notice

(or such lesser time period agreed upon by the Administrative Agent and the Borrower), which

notice shall not be required in the case of an emergency, the Administrative Agent or its designee,

at the expense of the Borrower and Loan Parties, to perform periodic field audits and investigations

of the Borrower, the Loan Parties and the Collateral, from time to time; provided that the Borrower

shall only be required to reimburse the Administrative Agent for one such audit and investigation

each Fiscal Year unless an Event of Default shall have occurred and be continuing at the time of

any subsequent audit and investigation; and (iii) permit, and will cause each Subsidiary (other than

SPV Subsidiaries) to permit, with at least five (5) Business Days’ prior notice (or such lesser time

period agreed upon by the Administrative Agent and the Borrower), the Administrative Agent or

its designee, at the expense of the Borrower and the Loan Parties, to visit and inspect any of their

respective properties, to examine and make copies of any of their respective books and records

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(but only to the extent the Borrower is not prohibited from disclosing such information or

providing access to such information pursuant to Applicable Law or an agreement any Loan Party

entered into with a third party in the ordinary course of its business), and to discuss their respective

affairs, finances and accounts with their respective officers, employees and independent public

accountants, in each case, to the extent such inspection or requests for such information are

reasonable and such information can be provided or discussed without violation of law, rule,

regulation or contract; provided that (x) the Borrower or such Obligor shall be entitled to have its

representatives and advisers present during any inspection of its books and records and (y) the

Borrower shall only be required to reimburse the Administrative Agent for only one such

inspection each Fiscal Year unless an Event of Default shall have occurred and be continuing. The

Loan Parties agree to cooperate and assist in such visits and inspections, in each case at such

reasonable times and as often as may reasonably be desired.

SECTION 5.03.

Maintenance of RIC Status and Business Development Company.

The Borrower will maintain its status as an RIC under the Code and as a “business development

company” under the Investment Company Act.

SECTION 5.04.

Minimum Liquidity. The Borrower will calculate and report to the

Administrative Agent no less frequently than with the monthly or quarterly, as applicable,

Borrowing Base Certification Report and will not permit the aggregate Value of the Portfolio

Investments included in the Borrowing Base that are Cash (excluding Cash Collateral for

outstanding Letters of Credit) or that can be converted to Cash in fewer than 10 Business Days

without more than a 5% change in price, to be less than 10% of the Revolving Credit Exposure,

for more than 30 consecutive Business Days during any period when the Adjusted Debt Balance

is greater than 90% of the Adjusted Borrowing Base.

SECTION 5.05.

Minimum Borrower Asset Coverage Ratio.The Borrower will

maintain, as of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending March

31, 2021, a Borrower Asset Coverage Ratio of not less than 2.00:1.00.

SECTION 5.06.

Sale/Leasebacks. The Loan Parties shall not, nor shall they permit

any Subsidiary (other than an SPV Subsidiary) to, enter into any Sale/Leaseback Transaction.

SECTION 5.07.

Minimum Consolidated Tangible Net Worth.

Consolidated

Tangible Net Worth shall not be less than the sum of (i) $1,185,000,0001,350,000,000 plus (ii)

35.0% of the cumulative Net Proceeds of Capital Securities/Conversion of Debt received after

March 31, 20252026, calculated quarterly at the end of each Fiscal Quarter.

SECTION 5.08.

Acquisitions. No Loan Party or any Subsidiary of a Loan Party

(other than an SPV Subsidiary) shall make any Acquisition, or take any action to solicit the tender

of securities or proxies in respect thereof in order to effect any Acquisition.

SECTION 5.09.

Interest Coverage Ratio. The Borrower will maintain, as of the end

of each Fiscal Quarter, commencing with the Fiscal Quarter ending March 31, 2021, an Interest

Coverage Ratio of not less than 2.00:1.00, determined for the period of the four consecutive

preceding Fiscal Quarters ending on the date of determination.

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SECTION 5.10.

Asset Coverage Ratio. The Borrower will maintain, as of the end of

each Fiscal Quarter, commencing with the Fiscal Quarter ending March 31, 2021, an Asset

Coverage Ratio of not less than 1.50:1.00.

SECTION 5.11.

Loans or Advances. No Loan Party nor any Subsidiary of a Loan

Party (other than an SPV Subsidiary) shall make loans or advances to any Person except: (i) solely

to the extent not prohibited by Applicable Laws, employee loans or advances that do not exceed

Five Hundred Thousand Dollars ($500,000) in the aggregate at any one time outstanding made on

an arms’-length basis in the ordinary course of business and consistently with practices existing

on December 31, 2020 and described in the Borrower’s Form 10-K for the year ended December

31, 2020 filed with the SEC as may be amended from time to time as disclosed in any subsequent

annual report on Form 10-K or quarterly report on Form 10-Q filed with the SEC; (ii) deposits

required by government agencies or public utilities; (iii) loans or advances to the Borrower or any

Guarantor; (iv) loans and advances by SBIC Entities in the ordinary course of business, (v) loans

or advances consisting of Portfolio Investments, (vi) loans and advances outstanding on the

Omnibus Amendment Effective Date and set forth on Schedule 4.30, (vii) loans and advances by

Loan Parties and/or Subsidiaries of Loan Parties to SBIC Entities not to exceed

$60,000,000125,000,000 in the aggregate at any one time outstanding with maturities not to exceed

twelve (12) months (provided that the Loan Parties and/or Subsidiaries (other than SPV

Subsidiaries) of Loan Parties shall not be permitted to make loans and advances to SBIC Entities

in excess of $20,000,000 following the Extended Commitment Termination Date) and (viii) loans

and advances by a Loan Party arising from payments under any MSC Springing Guarantee;

provided that after giving effect to the making of any loans, advances or deposits by a Loan Party

that is permitted by Section 5.11(vii) or (viii), the Revolving Credit Exposure shall not exceed the

Borrowing Base. All loans or advances permitted under this Section 5.11 (excluding Noteless

Loans) shall be evidenced by written promissory notes. Except as approved by the Administrative

Agent in writing, no Loan Party nor any Subsidiary of a Loan Party (other than an SPV Subsidiary)

shall request or receive a promissory note or other instrument from any Obligor in connection with

a Noteless Loan.

Restricted Payments. The Loan Parties will not declare or make any

SECTION 5.12.

Restricted Payment during any Fiscal Year, except that:

any Subsidiary of the Borrower may pay Restricted Payments to the

(a)

Borrower, on at least a pro rata basis with any other shareholders if such Subsidiary is not

wholly owned by the Borrower and other Wholly Owned Subsidiaries; and

(b)

the Borrower may declare or make Restricted Payments from time to time

in accordance with Applicable Law to owners of its Capital Securities so long as (i) at the

time when any such Restricted Payment is to be made, no Default or Event of Default has

occurred and is continuing or would result therefrom; and (ii) the chief executive officer,

chief financial officer or other authorized officer of the Borrower shall have certified to the

Administrative Agent and Lenders as to compliance with the preceding clause (i) in a

certificate attaching calculations; provided, however, that notwithstanding the existence of

a Default or an Event of Default, the Borrower may pay dividends in an amount equal to

110% of its investment company taxable income, net tax-exempt interest income and

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capital gain net income that is required to be distributed to its shareholders in order to

maintain its status as an RIC and to avoid U.S. federal income and excise taxes imposed

on RICs.

SECTION 5.13.

Investments. No Loan Party nor any Subsidiary of a Loan Party

(other than an SPV Subsidiary) shall make Investments in any Person except as permitted by

Sections 5.08 and 5.11 and except Investments in (i) Investments in Cash and Cash Equivalents,

(ii) Investments not constituting loans or advances in the Capital Securities of their respective

Subsidiaries and equity investments as set forth on Schedule 4.24, (iii) Investments in Portfolio

Investments made in the ordinary course of business and consistently with the Investment Policies,

(iv) any MSC Springing Guarantee and any Investments by a Loan Party arising from payments

under any MSC Springing Guarantee, (v) Investments by a Loan Party or any Subsidiary of a Loan

Party in the SPV Subsidiariesany Subsidiary that is a Guarantor, (vi) Investments by a Loan Party

or any Subsidiary of a Loan Party in any Subsidiary that is not a Guarantor, so long as, immediately

before and after giving effect to such Investments, no Default exists under this Agreement or any

Loan Document, the Borrowing Base after giving effect to such equity investment is at least 110%

of the Revolving Credit Exposure, the Borrower is in pro forma compliance with Sections 5.04,

5.05, 5.07 and 5.10 and the aggregate amount of additional Investments made by a Loan Party or

any Subsidiary of a Loan Party (other than SPV Subsidiaries) to the SPV that are not Guarantors)

to such Subsidiaries that are not Guarantors following the Extended Commitment Termination

Date shall not exceed $20,000,000, and (vivii) Hedge Transactions permitted pursuant to Section

5.35.

SECTION 5.14.

Negative Pledge. No Loan Party nor any Subsidiary of a Loan Party

(other than any SPV Subsidiary) will create, assume or suffer to exist any Lien on any asset now

owned or hereafter acquired by it, except:

(a) Liens existing on the Omnibus Amendment Effective Date encumbering

assets (other than Collateral) securing Debt outstanding on the Omnibus Amendment

Effective Date, in each case as described and in the principal amounts set forth on Schedule

5.14;

(b)

Liens for taxes, assessments or similar charges, incurred in the ordinary

course of business that are not yet due and payable or that are being contested in good faith

and with due diligence by appropriate proceedings;

(c)

Liens incurred or pledges or deposits made in the ordinary course of

business to secure payment of workers’ compensation, or to participate in any fund in

connection with workers’ compensation, unemployment insurance, old-age pensions or

other social security programs (other than in respect of employee benefit plans subject to

ERISA) or to secure public or statutory obligations;

(d)

Liens of mechanics, materialmen, warehousemen, carriers or other like

liens, securing obligations (other than Debt for borrowed money) incurred in the ordinary

course of business that:(1) are not yet due and payable; or (2) are being contested

diligently in good faith pursuant to appropriate proceedings and with respect to which the

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Loan Party has established adequate reserves on its books and records in accordance with

GAAP;

(e)

good faith pledges or deposits made in the ordinary course of business to

secure performance of bids, insurance premiums, deductibles or co-insured amounts,

tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess

of ten percent (10%) of the aggregate amount due thereunder, or to secure statutory

obligations, or surety, stay, customs, appeal, indemnity, performance or other similar bonds

required in the ordinary course of business;

(f)

any Lien arising out of the refinancing, extension, renewal or refunding of

any Debt secured by any Lien permitted by any of the foregoing clauses of this Section,

provided that (i) such Debt is not secured by any additional assets, and (ii) the outstanding

principal amount of such Debt secured by any such Lien is not increased;

(g)

encumbrances consisting of zoning restrictions, easements or other

restrictions on the use of real property, none of which materially impairs the use of such

property by Borrower in the operation of its business, and none of which is violated in any

material respect by existing or proposed restrictions on land use;

(h)

any Lien on Margin Stock;

(i)

any Lien imposed as a result of a taking under the exercise of the power of

eminent domain by any governmental body or by any Person acting under governmental

authority;

(j)

customary rights of setoff and Liens upon (i) deposits of cash in favor of

banks or other depository institutions in which such cash is maintained in the ordinary

course of business, (ii) cash and financial assets held in securities accounts in favor of

banks and other financial institutions with which such accounts are maintained in the

ordinary course of business and (iii) assets held by a custodian in favor of such custodian

in the ordinary course of business securing payment of fees, indemnities and other similar

obligations;

(k)

Liens restricting the ability of any SBIC Entity to encumber its assets

pursuant to (i) Applicable Law, (ii) agreements with the Small Business Administration

entered into in the ordinary course of business or (iii) Debt obligations of the SBIC Entities

permitted under Section 5.31;

(l)

Liens securing the Administrative Agent and the Secured Parties created or

arising under the Loan Documents;

(m)

Liens securing Debt permitted under Section 5.31(d), provided that (i) such

Liens do not at any time encumber any property other than property financed by such Debt,

(ii) the Debt secured thereby does not exceed the cost or fair market value, whichever is

lower, of the property being acquired on the date of acquisition, and (iii) such Liens attach

to such property concurrently with or within ninety (90) days after the acquisition thereof;

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(n)

Liens securing Debt permitted under Section 5.31(h);

(o)

Liens on Special Equity Interests but only to the extent securing obligations

in the manner provided in the definition of “Special Equity Interests” in Section 1.01;

(p)

Liens on Capital Securities in any SBIC Entity created in favor of the SBA

or its designee and Liens on Capital Securities in any SPV Subsidiary in favor of and

required by any lender providing third-party financing to such SPV Subsidiary;

(q)

Liens securing repurchase obligations arising in the ordinary course of

business with respect to securities issued or directly and fully guaranteed or insured by the

United States of America or any agency thereof;

(r)

Liens of clearing agencies, broker-dealers and similar Liens incurred in the

ordinary course of business, provided that such Liens (i) attach only to the securities (or

proceeds) being purchased or sold and (ii) secure only obligations incurred in connection

with such purchase or sale, and not any obligation in connection with margin financing;

(s)

Liens arising out of judgments or awards so long as such judgments or

awards do not constitute an Event of Default under Section 6.01(j);

(t)

Liens arising solely from precautionary filings of financing statements

under the Uniform Commercial Code of the applicable jurisdictions in respect of operating

leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of

business or in respect of assets sold or otherwise disposed of to any Person not prohibited

hereunder;

(u)

deposits of money securing leases to which Borrower is a party as lessee

made in the ordinary course of business;

(v)

Liens in favor of any escrow agent solely on and in respect of any cash

earnest money deposits made by any Loan Party in connection with any letter of intent or

purchase agreement (to the extent that the acquisition or disposition with respect thereto is

otherwise permitted hereunder); and

(w)

Liens created by posting of cash collateral in connection with Hedge

Transactions permitted Section 5.35.

SECTION 5.15.

Maintenance of Existence, etc. Each Loan Party shall, and shall

cause each Subsidiary of a Loan Party (other than the Immaterial Subsidiaries) to, maintain its

organizational existence in its jurisdiction of organization and carry on its business in substantially

the same manner and in substantially the same line or lines of business or line or lines of business

reasonably related to the business now carried on and maintained; provided that the foregoing shall

not prohibit any merger consolidation, liquidation or dissolution permitted under Sections 5.16

and 5.17.

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SECTION 5.16.

Dissolution. No Loan Party nor any Subsidiary of a Loan Party

(other than the Immaterial Subsidiaries) shall suffer or permit dissolution or liquidation either in

whole or in part or redeem or retire any shares of its own Capital Securities or that of any

Subsidiary of a Loan Party, except: (1) through corporate or company reorganization to the extent

permitted by Section 5.17; (2) Restricted Payments permitted by Section 5.12; and (3) with respect

to any Subsidiary, so long as (x) in connection with such dissolution or liquidation, any and all of

the assets of such Subsidiary shall be distributed or otherwise transferred to a Loan Party and (y)

such dissolution or liquidation is not materially adverse to the Lenders.

SECTION 5.17.

Consolidations, Mergers and Sales of Assets. No Loan Party will,

nor will it permit any Subsidiary of a Loan Party (other than any SPV Subsidiary) to, consolidate

or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to,

any other Person. The Borrower will not, nor will it permit any of the Guarantors to, convey, sell,

lease, transfer or otherwise dispose of, in one transaction or a series of transactions, any part of its

assets, whether not owned or hereafter acquired, but excluding (w) any transaction permitted under

Section 5.12 or 5.42, (x) assets (other than Portfolio Investments) sold or disposed of in the

ordinary course of business (including to make expenditures of Cash and Cash Equivalents in the

normal course of the day-to-day business activities of the Borrower and its Subsidiaries) and (y)

subject

tothe

provisions

clauses

(c)(1)

and

(c)(2)

below,

Portfolio

Investments.Notwithstanding the foregoing in this Section 5.17, (a) pursuant to the

consummation of an Acquisition permitted under Section 5.08 (but not otherwise) a Loan Party

may merge with another Person if (i) such Person was organized under the laws of the United

States of America or one of its states, (ii) the Loan Party is the Person surviving such merger, (iii)

immediately after giving effect to such merger, no Default shall have occurred and be continuing,

and (iv) if the Borrower merges with another Loan Party, the Borrower is the Person surviving

such merger; (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one

another; and (c) the following shall not be prohibited: (1) divestitures of Portfolio Investments

(other than to a SPV SubsidiarySubsidiaries that are not Guarantors) so long as after giving effect

to such sale, transfer or other disposition (and any concurrent acquisitions of Portfolio Investments

or payment or cash collateralization of Revolving Credit Exposure at such time) either (A) the

Revolving Credit Exposure does not exceed the Borrowing Base or (B) if such sale, transfer or

other disposition is made pursuant to, and in accordance with, a plan submitted and accepted in

accordance with Section 2.11(c) or if the Administrative Agent otherwise consents in writing, the

amount by which the Revolving Credit Exposure exceeds the Borrowing Base is reduced thereby

or maintained, (2) divestitures of Portfolio Investments to a SPV SubsidiarySubsidiaries that are

not Guarantors so long as the Borrower is in compliance with each of the conditions set forth in

Section 5.13(vvi), (3) any sale, lease or other transfer of assets by any Guarantor to the Borrower

or any Wholly Owned Subsidiary of the Borrower that is a Guarantor and (4) divestitures

(including by way of consolidation or merger) of the Capital Securities of any Subsidiary of the

Borrower (i) to the Borrower or any Wholly Owned Subsidiary of the Borrower that is a Guarantor

or (ii) so long as such transaction results in a Loan Party receiving the proceeds of such disposition,

to any other Person, provided that in the case of this clause (ii) if such Subsidiary is a Guarantor

or holds any Portfolio Investments, the Borrower would not have been prohibited from disposing

of any such Portfolio Investments to such other Person under any other term of this Agreement.

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SECTION 5.18.

Use of Proceeds. No portion of the proceeds of any Advance will

be used by the Borrower or any Subsidiary (i) in connection with, either directly or indirectly, any

tender offer for stock of any corporation with a view towards obtaining control of such other

corporation (other than a Portfolio Investment; provided that the board of directors or comparable

governing body of the Obligor in which such Investment is made has approved such offer and

change of control), (ii) directly or indirectly, for the purpose, whether immediate, incidental or

ultimate, of purchasing or carrying any Margin Stock, or (iii) for any purpose in violation of any

applicable law or regulation. Except as otherwise provided herein, the proceeds of the Advances

shall be used: (i) to refinance the Borrower’s existing debt pursuant to the Existing Credit

Agreement and to refinance any other Debt of a Loan Party in accordance with this Agreement,

(ii) for working capital and other lawful corporate purposes, (iii) to pay fees and expenses incurred

in connection with this Agreement and (iv) for investments in Portfolio Investments. No part of

the proceeds of any Advance will be used, whether directly or indirectly, for any purpose that

would violate any rule or regulation of the Board of Governors of the Federal Reserve System,

including Regulations T, U or X.

SECTION 5.19.

Compliance with Laws; Payment of Taxes. Each Loan Party will,

and will cause each Subsidiary of a Loan Party and each member of the Controlled Group to,

comply in all material respects with applicable laws (including but not limited to ERISA and the

Patriot Act), regulations and similar requirements of governmental authorities (including but not

limited to PBGC), except where the failure to do so, individually or in the aggregate, could not

reasonably be expected to result in a Material Adverse Effect. Each Loan Party will, and will

cause each Subsidiary of a Loan Party to, pay promptly when due all taxes, assessments,

governmental charges, claims for labor, supplies, rent and other obligations which, if unpaid, could

reasonably be expected to have a Material Adverse Effect, except (a) liabilities being contested in

good faith by appropriate proceedings diligently pursued and against which, if requested by the

Administrative Agent, the Borrower shall have set up reserves in accordance with GAAP and (b)

the failure to make payment pending such contest could not reasonably be expected to result in a

Material Adverse Effect.

SECTION 5.20.

Insurance.Each Loan Party will maintain, and will cause each

Subsidiary of a Loan Party (other than Immaterial Subsidiaries) to maintain (either in the name of

such Loan Party or in such Subsidiary’s own name), with financially sound and reputable insurance

companies, insurance in at least such amounts and against at least such risks as are usually insured

against by companies of established repute engaged in the same or similar business. Upon request,

the Loan Parties shall promptly furnish the Administrative Agent copies of all such insurance

policies or certificates evidencing such insurance and such other documents and evidence of

insurance as the Administrative Agent shall request.

SECTION 5.21.

Change in Fiscal Year. No Loan Party will make any significant

change in accounting treatment or reporting practices, except as required or permitted by GAAP

or Applicable Law, or change its Fiscal Year (except to conform with the Fiscal Year of the

Borrower) without the consent of the Required Lenders.

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SECTION 5.22.

Maintenance of Property. Each Loan Party shall, and shall cause

each Subsidiary of a Loan Party to, maintain all of its properties and assets material to the conduct

of its business in good condition, repair and working order, ordinary wear and tear excepted.

SECTION 5.23.

Environmental Notices.

Each Loan Party shall furnish to the

Lenders and the Administrative Agent, promptly upon obtaining actual knowledge, written notice

of all Environmental Liabilities, pending, threatened (in writing) or anticipated Environmental

Proceedings, Environmental Notices, Environmental Judgments and Orders, and Environmental

Releases at, on, in, under or in any way affecting in any material respects the Properties or any

adjacent property, and all facts, events, or conditions that could reasonably be expected to lead to

any of the foregoing.

SECTION 5.24.

Environmental Matters. No Loan Party or any Subsidiary of a Loan

Party will, nor will any Loan Party permit any Third Party to, use, produce, manufacture, process,

treat, recycle, generate, store, dispose of, manage at, or otherwise handle or ship or transport to or

from the Properties any Hazardous Materials except for Hazardous Materials such as cleaning

solvents, office supplies, pesticides and other similar materials used, produced, manufactured,

processed, treated, recycled, generated, stored, disposed, managed or otherwise handled in

minimal amounts in the ordinary course of business in compliance with all applicable

Environmental Requirements, except where the failure to do so, individually or in the aggregate,

could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.25.

Environmental Release. Each Loan Party agrees that upon obtaining

actual knowledge of the occurrence of an Environmental Release at, under or on any of the

Properties, if and to the extent required by Environmental Laws, it will act immediately to

investigate the extent of, and to take appropriate remedial action with respect to such

Environmental Release, whether or not ordered or otherwise directed to do so by any

Environmental Authority.

SECTION 5.26.

[Intentionally Omitted].

SECTION 5.27.

Transactions with Affiliates. No Loan Party nor any Subsidiary of

a Loan Party (other than SPV Subsidiaries) shall enter into, or be a party to, any transaction with

any Affiliate of a Loan Party or such Subsidiary (which Affiliate is not a Loan Party or a Subsidiary

of a Loan Party), except (a) as permitted by law and in the ordinary course of business and pursuant

to reasonable terms which are no less favorable to the Loan Party or such Subsidiary (other than

an SBIC Entity) than would be obtained in a comparable arm’s length transaction with a Person

which is not an Affiliate, (b) transactions otherwise permitted under Sections 5.11, 5.12, 5.13 and

5.17, (c) transactions between or among the Borrower and its Subsidiaries not involving any other

Affiliate, (d) transactions described on Schedule 4.27 (as amended, supplemented, restated or

otherwise modified by notice from the Borrower to the Administrative Agent so long as (x) in the

aggregate, payments by the Borrower and its Subsidiaries are not materially increased, or (y) such

amendment, supplement, restatement or other modification is not materially adverse to the

Lenders), (e) any Investment that results in the creation of an Affiliate, (f) transactions between or

among the Loan Parties and any SBIC Entity or any “downstream affiliate” (as such term is used

under the rules promulgated under the Investment Company Act) company of a Loan Party at

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prices and on terms and conditions, taken as a whole, not materially less favorable to the Loan

Parties than in good faith is believed could be obtained at the time on an arm’s-length basis from

unrelated third parties, (g) the payment of reasonable fees to, and indemnities and director’s and

officer’s insurance provided for the benefit of, directors, managers and officers of the Investment

Adviser, the Borrower or any Subsidiary in the ordinary course of business, (h) the Borrower may

issue and sell Capital Securities to its Affiliates, (i) transactions with one or more Affiliates

(including co-investments) permitted by an exemptive order granted by the SEC (as may be

amended from time to time), any no action letter or as otherwise permitted by applicable law, rule

or regulation and SEC staff interpretations thereof, (j) transactions between a Subsidiary that is not

a Loan Party and an Affiliate thereof that is not a Loan Party and (k) transactions approved by a

majority of the independent members of the board of directors of the Borrower.

SECTION 5.28.

Joinder of Subsidiaries.

(a)

The Loan Parties shall cause any Person which becomes a Domestic

Subsidiary of a Loan Party (other than a Foreclosed Subsidiary, an Immaterial Subsidiary,

an SPV Subsidiary or, subject to clause (d), any SBIC Entity) after the Omnibus

Amendment Effective Date to become a party to, and agree to be bound by the terms of,

this Agreement and the other Loan Documents pursuant to a Joinder Agreement in the form

attached hereto as Exhibit G and otherwise reasonably satisfactory to the Administrative

Agent in all respects and executed and delivered to the Administrative Agent within thirty

(30) days after the day on which such Person became a Domestic Subsidiary (or such longer

period as shall reasonably be agreed by the Administrative Agent). The Loan Parties shall

also cause the items specified in Section 3.01(c), (e), (g) and (h) to be delivered to the

Administrative Agent concurrently with the instrument referred to above, modified

appropriately to refer to such instrument and such Subsidiary.

(b)

The Loan Parties shall, or shall cause any Subsidiary (other than any SPV

Subsidiary or, subject to clause (d), any SBIC Entity) (the “Pledgor Subsidiary”) to pledge:

(a) 65% (or, if less, the entire interest owned by the applicable Loan Party) of the issued

and outstanding voting Capital Securities or equivalent equity interests in any Person which

becomes a Foreign Subsidiary after the Omnibus Amendment Effective Date; (b) 100%

(or, if less, the entire interest owned by the applicable Loan Party) of the issued and

outstanding non-voting Capital Securities or equivalent equity interests in any Person

which becomes a Foreign Subsidiary after the Omnibus Amendment Effective Date and

Securities or equivalent equity interest in any Person which becomes a Domestic

Subsidiary (other than any SBIC Entity) after the Omnibus Amendment Effective Date, all

pursuant to a Pledge Agreement executed and delivered by the Loan Parties or such Pledgor

Subsidiary to the Administrative Agent within thirty (30) days after the day on which such

Person became a Domestic Subsidiary (or such longer period as shall reasonably be agreed

by the Administrative Agent) and shall deliver to the Collateral Custodian, as bailee for the

Administrative Agent, such shares of capital stock (if certified) together with stock powers

executed in blank. The Loan Parties shall also cause the items specified in Section 3.01(c),

(e), (g) and (h) to be delivered to the Administrative Agent concurrently with the pledge

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agreement referred to above, modified appropriately to refer to such pledge agreement, and

such Pledgor Subsidiary.

(c)

Subject to Section 7.12, once any Subsidiary becomes a party to this

Agreement in accordance with Section 5.28(a) or any Capital Securities (or equivalent

equity interests) of a Subsidiary are pledged to the Administrative Agent in accordance

with Section 5.28(b), such Subsidiary (including, without limitation, all Initial Guarantors)

thereafter shall remain a party to this Agreement and the Capital Securities (or equivalent

equity interests) in such Subsidiary (including, without limitation, all initial Subsidiaries)

shall remain subject to the pledge to the Administrative Agent, as the case may be.

(d)

The Loan Parties acknowledge that the SBIC Entities are not Loan Parties

because the Loan Parties have advised the Administrative Agent and Lenders that the SBIC

Entities are restricted by the terms of certain agreements, regulations and other restrictions

that prohibit the SBIC Entities from being Guarantors, from granting any security interest

in their property to secure the Obligations and from having their respective issued equity

interests subject to a pledge to secure the Obligations (the “Restrictive Provisions”) or have

applied for a license under the Small Business Investment Act of 1958 and are actively

pursuing the granting thereof by appropriate proceedings promptly instituted and diligently

conducted. The Loan Parties shall immediately notify the Administrative Agent if either

there is: (1) a modification, expiration or termination of the Restrictive Provisions the

result of which will permit any SBIC Entity to be a Guarantor or the Borrower ceases

actively pursuing the granting of such license, to grant a security interest in its property to

secure the Obligations or to have its issued equity interests pledged to secure the

Obligations; or (2) the Restrictive Provisions are waived for any other transaction in which

any SBIC Entity guarantees or becomes a co-borrower of, grants a security interest in any

of its property to secure, or the equity interests it has issued are pledged to secure, the

indebtedness, liabilities and obligations of, any one or more of the Loan Parties. In either

of such events, the Loan Parties shall cause the SBIC Entities, as applicable, to become a

party to, and agree to be bound by the terms of, this Agreement and the other Loan

Documents pursuant to a Joinder Agreement, in the form attached hereto as Exhibit G

satisfactory to the Administrative Agent in all respects and executed and delivered to the

Administrative Agent within thirty (30) days after the occurrence of such event (or such

longer period as shall reasonably be agreed by the Administrative Agent) and the Loan

Party owning the issued Capital Securities or other equity interests in such SBIC Entities

shall pledge such Capital Securities or other equity interests to the Administrative Agent

in accordance with Section 5.28(b). The Loan Parties shall also cause the items specified

in Section 3.01(c), (e), (g) and (h) to be delivered to the Administrative Agent concurrently

with the instrument referred to above, modified appropriately to refer to such instrument,

and the new Loan Party (the SBIC Entities, as applicable) and shall take all such further

actions and execute all such further documents and instruments as may be necessary or, in

the opinion of Administrative Agent, desirable, to effect the transactions described herein.

SECTION 5.29.

No Restrictive Agreement. No Loan Party will, nor will any Loan

Party permit any of its Subsidiaries (other than any SPV Subsidiary) to, enter into, after the

Omnibus Amendment Effective Date, any indenture, agreement, instrument or other arrangement

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that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or

imposes materially adverse conditions upon, any of the following by the Loan Party or any such

Subsidiary: (a) the incurrence or payment of Debt, (b) the granting of Liens (other than normal

and customary restrictions on the granting of Liens on Capital Securities issued by a Person other

than a Subsidiary in respect of any Portfolio Investment made in the ordinary course of business),

disposition of property, real, personal or mixed, or tangible; except in each case for prohibitions

and restraints (i) on SBIC Entities and MSC arising in the ordinary course of business as a result

of Applicable Law, (ii) imposed pursuant to Debt incurred pursuant to Section 5.31(a), 5.31(e),

Section 5.31(g) or Section 5.31(h) of this Agreement, (iii) imposed pursuant to Debt incurred

pursuant to Section 5.31(d) on the granting of Liens on, and the sale, assignment, transfer or other

disposition of, the property financed with such Debt, (iv) documents creating Liens permitted

under Section 5.14 prohibiting further Liens on the assets encumbered thereby, (v) customary

restrictions contained in leases but subject to a waiver, (vi) for the avoidance of doubt, any such

document, agreement or instrument that imposes customary restrictions on any Capital Securities,

(vii) any other document that does not restrict in any manner (directly or indirectly) Liens created

pursuant to the Loan Documents on any Collateral securing the Obligations and does not require

(other than pursuant to a grant of a Lien under the Loan Documents) the direct or indirect granting

of any Lien securing any Debt or other obligation (other than such Obligations) by virtue of the

granting of Liens on or pledge of property of any Loan Party to secure the Advances or any Hedge

Transaction and (viii) the underlying governing agreements of any minority equity interest that

impose such restrictions only on such equity interest; provided that in no event shall Debt incurred

pursuant to Section 5.31(d), Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement

directly or indirectly, prohibit or restrain, or have the effect of prohibiting or restraining, or impose

materially adverse conditions upon: (i) the payment of the Obligations, (ii) other than prohibitions,

restraints and conditions set forth in the Investment Company Act (whether or not the Investment

Company Act applies to such Debt), the incurrence of Debt, the making of loans, advances or

Investments or the sale, assignment, transfer or other disposition of property, real, personal or

mixed or tangible, the proceeds from which shall be used in whole or in part to repay Obligations,

or (iii) the granting of Liens to secure the Obligations and any extensions, renewals and

refinancings thereof (other than the granting of Liens on the property financed with Debt incurred

pursuant to Section 5.31(d)). No Loan Party will, nor will any Loan Party permit any of its

Subsidiaries (other than an SPV Subsidiary) to, enter into, after the Omnibus Amendment Effective

Date, any indenture, agreement, instrument or other arrangement that, directly or indirectly,

prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse

conditions upon, the ability of the Loan Party or any of its Subsidiaries (other than an SPV

Subsidiary) to declare or pay Restricted Payments or other distributions in respect of Capital

Securities of the Loan Party or any Subsidiary (other than an SPV Subsidiary), except for

prohibitions and restraints imposed pursuant to Debt incurred pursuant to Section 5.31(e), Section

5.31(g) or Section 5.31(h) of this Agreement provided that in no event shall Debt incurred pursuant

to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement directly or indirectly,

prohibit or restrain, or have the effect of prohibiting or restraining or impose materially adverse

conditions (other than prohibitions, restraints and conditions imposed by the Investment Company

Act) upon the ability of any Loan Party (other than Borrower) or any of their respective

Subsidiaries to declare or pay Restricted Payments or other distributions in respect of Capital

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Securities of the Loan Party (other than Borrower) or any Subsidiary to any other Loan Party or

Subsidiary, the proceeds of which shall be used in whole or in part to repay the Obligations.

SECTION 5.30.

Partnerships and Joint Ventures. No Loan Party shall become a

general partner in any general or limited partnership or a joint venturer in any joint venture, except

for Investments permitted under Section 5.13 (for the avoidance of doubt, including, without

limitation, I-45 SLF LLC and any other general partnership, limited partnership or joint venture

that is a Portfolio Investment).

SECTION 5.31.

Additional Debt.No Loan Party or Subsidiary of a Loan Party

(other than an SPV Subsidiary) shall directly or indirectly issue, assume, create, incur or suffer to

exist any Debt or the equivalent (including obligations under capital leases), except for:

(a)

Documents;

the Debt owed to the Lenders and Hedge Counterparties under the Loan

(b)

Debt of SBIC Entities;

(c)

MSC Springing Guarantees, for Debt in an aggregate outstanding principal

amount not to exceed $50,000,000;

(d)

purchase money Debt hereafter incurred by the Borrower or any of its

Subsidiaries to finance the purchase of equipment so long as (i) such Debt when incurred

shall not exceed the purchase price of the asset(s) financed, and (ii) the aggregate

outstanding principal amount of all Debt permitted under this clause (d) shall not at any

time exceed $5,000,000;

(e)

Debt incurred after the SeventhNinth Amendment Effective Date with a

maturity when incurred not less than six months after the Extended Final Maturity Date

(after giving effect to any extensions of the Extended Final Maturity Date which have been

exercised at the time of incurrence of the Debt but not giving effect to any extensions

exercised after the incurrence of such Debt) and with terms materially no more restrictive

than those in this Agreement, so long as such Debt is unsecured;

(f)

loans by Loan Parties and/or Subsidiaries of Loan Parties to SBIC Entities

not to exceed $60,000,000125,000,000 in the aggregate at any one time outstanding with

maturities not to exceed twelve (12) months (provided that the Loan Parties and/or

Subsidiaries of Loan Parties shall not be permitted to make loans and advances to SBIC

Entities in excess of $20,000,000 following the Extended Commitment Termination Date);

(g) unsecured Debt of the Loan Parties in an aggregate outstanding principal

amount not in excess of $2,100,000,0002,600,000,000 at any time (including without

limitation the Existing Debt (as defined below) and any Debt incurred in whole or in part

in full or partial refinancing of the Existing Debt) (and provided, however, that any Debt

incurred to both satisfy the Available Liquidity requirement in this Section 5.31(g) and

refinance outstanding Debt shall not count toward the limitation on unsecured Debt under

this Section 5.31(g) (except to the extent the amount of such new Debt exceeds the amount

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of such outstanding Debt being refinanced) during the period starting on the later of (i) the

incurrence of such new Debt and (ii) 180 days prior to the maturity date of such outstanding

Debt and ending upon the refinance of such outstanding Debt), so long as:

(i)

with respect to the Existing Debt (as defined below), during each

period beginning on each date that is ninety (90) days prior to the maturity of any

such Debt and continuing until the maturity of any such Debt, the Borrower shall

have Available Liquidity that is equal to or greater than the principal amount of

Debt that is due and payable on such maturity date; and

(ii)

with respect to any Debt other than Existing Debt (but including

without limitation any full or partial refinancing of the Existing Debt):

(A)

the Debt has a maturity after the Extended Final Maturity

Date (after giving effect to any extensions of the Extended Final Maturity

Date which have been exercised at the time of incurrence or refinance of the

Debt but not giving effect to any extensions exercised after the incurrence

or refinance of such Debt); provided, however, that the Borrower may incur

Debt that does not satisfy the requirement set forth in this clause (g)(ii)(A),

so long as (i) any such Debt satisfies each of the other requirements of

Section 5.31(g) and (ii) the aggregate outstanding principal amount of all

such Debt does not exceed $700,000,000 at any time;

(B)

the Debt has no amortization, or mandatory redemption,

repurchase or prepayment, prior to the Extended Final Maturity Date (after

giving effect to any extensions of the Extended Final Maturity Date which

have been exercised at the time of incurrence or refinance of the Debt but

not giving effect to any extensions exercised after the incurrence or

refinance of such Debt); provided, however, Debt up to an aggregate

outstanding principal amount of $175,000,000 with mandatory amortization

payments may be incurred under this clause (B) as long as the amortization

payments on such Debt do not exceed 10% of the original principal amount

of such Debt in any twelve (12) month period; provided further, that the

customary put rights or repurchase or redemption obligations arising out of

circumstances that would constitute a “fundamental change” or a “change

of control repurchase event” (as such terms are customarily defined in

convertible note offerings and investment grade note offerings, as

applicable) or be Events of Default under this Agreement shall not be

deemed to be “amortization”, “mandatory redemption”, “mandatory

repurchase” or “mandatory prepayment” for purposes of this clause (B);

provided further, that none of (w) the conversion features under convertible

notes; (x) the triggering and/settlement thereof or (y) any cash payment

made in respect thereof, shall be deemed to be “amortization”, “mandatory

redemption”, “mandatory repurchase” or “mandatory prepayment” for

purposes of this clause (B);

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(C)

the terms of the Debt are substantially comparable to market

terms for substantially similar debt of other similarly situated borrowers as

reasonably determined in good faith by Borrower (other than financial

covenants and events of default, which shall be no more restrictive upon

Borrower and the other Loan Parties, while any Revolver Commitments,

LC Exposure or Advances are outstanding, than those set forth in this

Agreement; provided, however, that the customary put rights or repurchase

or redemption obligations arising out of circumstances that would constitute

a “fundamental change” or a “change of control repurchase event” (as such

terms are customarily defined in convertible note offerings and investment

grade note offerings, as applicable) or be Events of Default under this

Agreement shall not be deemed to be more restrictive for purposes of this

clause (C)); and

(D)

during each period beginning on each date that is ninety (90)

days prior to the maturity of any such Debt and continuing until the maturity

of any such Debt, the Borrower shall have Available Liquidity that is equal

to or greater than the principal amount of Debt that is due and payable on

such maturity date;

(h)

Undertakings;

obligations (including Guarantees) in respect of Standard Securitization

(i)

Permitted SBIC Guarantees and any SBIC Equity Commitment or

analogous commitment;

(j)

obligations arising with respect to Hedge Transactions entered into pursuant

to Section 5.35; and

(k)

other Debt of the Borrower or any of its Subsidiaries in an aggregate

principal amount not to exceed $50,000,000 at any time outstanding.

The “Existing Debt” means (a) the Debt evidenced by Borrower’s 6.956.93% Notes due 20292031,

(b) the Debt evidenced by Borrower’s 5.406.95% Notes due 20282029, (c) the Debt evidenced by

Borrower’s 5.40% Notes due 2028, (d) the Debt evidenced by Borrower’s 6.50% Notes due 2027,

and (de) the Debt evidenced by Borrower’s 3.00% Notes due 2026.

For the avoidance of doubt, any Debt incurred or refinanced after the Closing Date shall

not be deemed to be in violation of clause (e) or (g) as a result of (i) extensions to the Extended

Final Maturity Date effective after the original incurrence or refinance of such Debt or (ii) the

inclusion of terms that relate to the Borrower’s compliance with any provisions of or amendments

to the Investment Company Act (whether or not the Investment Company Act applies to such

Debt).

SECTION 5.32.

[Intentionally Omitted].

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SECTION 5.33.

Lines of Business. The Borrower will not, nor will it permit any of

its Subsidiaries (other than Immaterial Subsidiaries or SPV Subsidiaries) to, engage to any material

extent in any business other than in accordance with its Investment Policies.

SECTION 5.34.

ERISA Exemptions. The Loan Parties shall not permit any of their

respective assets to become or be deemed to be “plan assets” within the meaning of ERISA, the

Code and the respective regulations promulgated thereunder.

SECTION 5.35.

Hedge Transactions. The Loan Parties will not, and will not permit

any of their Subsidiaries (other than an SPV Subsidiary) to, enter into any Hedge Transaction,

other than Hedge Transactions entered into in the ordinary course of business to hedge or mitigate

risks to which the Loan Parties are exposed in the conduct of their business or the management of

their liabilities. Solely for the avoidance of doubt, the Borrower acknowledges that a Hedge

Transaction entered into for speculative purposes or of a speculative nature (which shall be deemed

to include any Hedge Transaction under which any Loan Party is or may become obliged to make

any payment (i) in connection with the purchase by any third party of any common stock or any

Debt or (ii) as a result of changes in the market value of any common stock or any Debt) is not a

Hedge Transaction entered into in the ordinary course of business to hedge or mitigate risks.

SECTION 5.36.

[Intentionally Omitted].

SECTION 5.37.

[Intentionally Omitted].

SECTION 5.38.

[Intentionally Omitted].

SECTION 5.39.

shall cause its Subsidiaries

Compliance with Investment Policies.The Borrower shall, and

(other than SPV Subsidiaries) to, comply at all times with its

Investment Policies in all material respects. The Borrower shall not agree or otherwise permit to

occur any modification of the Investment Policies in any manner other than a Permitted Policy

Amendment.

SECTION 5.40.

Delivery of Collateral to Collateral Custodian. With respect to any

Collateral, the Borrower shall deliver possession of all “instruments” (within the meaning of

Article 9 of the UCC) not constituting part of “chattel paper” (within the meaning of Article 9 of

the UCC) that evidence any Investment, including all original promissory notes, and certificated

securities to the Administrative Agent for the benefit of the Secured Parties, or to a Collateral

Custodian on its behalf, indorsed in blank without recourse and transfer powers executed in blank,

as applicable; provided, however, that notwithstanding the foregoing, with respect to any Pre-

Positioned Investment, the Borrower shall have a copy of the executed note, if any, evidencing

such Pre-Positioned Investment and any certificates representing Capital Securities pledged in

connection with such Pre-Positioned Investment faxed to a Collateral Custodian on the applicable

date of Borrowing or Swing Borrowing with the original to be received by such Collateral

Custodian within five (5) Business Days after such date of Borrowing or Swing Borrowing;

provided that, prior to delivery thereof, such original and indorsement are held in the custody of a

bailee that has delivered a valid, binding and effective Bailee Agreement to the Administrative

Agent.

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SECTION 5.41.

Custody Agreements. No Loan Party shall enter into any custody

agreement or equivalent arrangement with any person to hold securities, cash or other assets of

any Loan Party unless the Person acting as custodian shall have delivered a Custodial Agreement

and, if requested by the Administrative Agent, a control agreement, to the Administrative Agent

(in each case in form and substance satisfactory to the Administrative Agent).

SECTION 5.42.

Prepayment and Amendment of Certain Debt. The Borrower will

not, and will not permit any Subsidiary (other than SPV Subsidiaries) to:

(a)

voluntarily redeem, retire or otherwise acquire for value, or voluntarily set

apart any money for a sinking, defeasance or other analogous fund for the voluntary

purchase, redemption, retirement or other acquisition of or make any voluntary payment or

prepayment of the principal of or interest on, or any other amount owing in respect of, any

Debt permitted under Section 5.31(g) (collectively, “Voluntary Payments”) (it being

understood that any voluntary cash payment made in respect of the conversion features of

convertible notes or the settlement in cash or stock or a combination thereof upon

conversion of such notes shall be permitted by this Section 5.42) except for the following

payments:

(i)

so long as the Voluntary Payment Conditions (as defined below) are

satisfied, any Voluntary Payment of Debt with the proceeds of (A) Debt permitted

under Section 5.31(e), Section 5.31(g), or Section 5.31(h) or (B) an issuance by the

Borrower of its Capital Securities; and

(ii)

any Voluntary Payment of Debt so long as (A) the Voluntary

Payment Conditions (as defined below) are satisfied and (B) the Revolving Credit

Exposure does not exceed eighty percent (80%) of the lesser of (x) the aggregate

Revolver Commitments and (y) the Borrowing Base determined and calculated on

a pro forma basis after giving effect to such Voluntary Payment (and on the date of

such Voluntary Payment the Borrower delivers to the Administrative Agent a

Borrowing Base Certification Report confirming the foregoing Borrowing Base

calculation; provided, however, Borrower shall not be required to deliver such a

Borrowing Base Certification Report with respect to any Voluntary Payment so

long as the amount of such Voluntary Payment, together with all prior Voluntary

Payments made during such Fiscal Quarter, does not exceed $2,000,000).

As used herein, “Voluntary Payment Conditions” shall mean as to each

Voluntary Payment (i) immediately prior to and after giving effect to such

Voluntary Payment, no Default shall have occurred and be continuing, and (ii) after

giving effect to such Voluntary Payment, the Borrower shall be in pro forma

compliance with each of the covenants set forth in Sections 5.04, 5.05, 5.07 and

5.10 (and on the date of such Voluntary Payment, the Borrower shall deliver to the

Administrative Agent a certificate of the chief financial officer or other authorized

officer of the Borrower to such effect; provided, however, Borrower shall not be

required to deliver such a certificate with respect to any Voluntary Payment so long

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as the amount of such Voluntary Payment, together with all prior Voluntary

Payments made during such Fiscal Quarter, does not exceed $2,000,000); or

(b)

amend, modify, waive, or extend or permit the amendment, modification,

waiver or extension of any term of any document governing or relating to any Debt

permitted under Section 5.31(g) in a manner resulting in such Debt not meeting the

requirements of clauses (A) through (C) of Section 5.31(g)(ii).

SECTION 5.43.

Outbound Investment Rules. The Borrower will not and will not

permit any of its Subsidiaries to, engage, directly or indirectly, in (i) any activities in violation of

the Outbound Investment Rules, or (ii) any activity that would cause the Administrative Agent or

any Lender (x) to be in violation of the Outbound Investment Rules or (y) to be legally prohibited

by the Outbound Investment Rules from performing under this Agreement.

ARTICLE VI

DEFAULTS

SECTION 6.01.

Events of Default. If one or more of the following events (“Events

of Default”) shall have occurred and be continuing:

(a)

the Borrower shall (i) fail to pay when due and payable any principal of any

Advance (including, without limitation, any Advance or portion thereof to be repaid

pursuant to Section 2.11) or LC Disbursement, or shall fail to pay any interest on any

Advance within three Business Days after such interest shall become due and payable, or

any Loan Party shall fail to pay any fee or other amount payable hereunder within three

Business Days after such fee or other amount becomes due and payable or (ii) fail to deposit

any amount into the Letter of Credit Collateral Account as required by Section 2.05(a) on

the Extended Commitment Termination Date or as required by Section 2.16(b) on the date

so required; or

(b)

any Loan Party shall fail to observe or perform any covenant contained in

Section 5.01(e) and (i), 5.02(ii) and (iii), 5.03, 5.04, 5.05, 5.06, 5.07, 5.08, 5.09, 5.10, 5.12,

5.13, 5.14, 5.16, 5.17, 5.18, 5.29, 5.31, 5.33, 5.34, 5.41 and 5.42; or

(c)

any Loan Party shall fail to observe or perform any covenant or agreement

contained or incorporated by reference in this Agreement (other than those covered by

clause (a) or (b) above or clauses (n) or (q) below) or any other Loan Document; provided

that such failure continues for (1) ten (10) days in the case of Section 5.01, Section 5.11 or

5.27 or (2) otherwise, thirty days, in each case after the earlier of (A) the first day on which

any Loan Party has knowledge of such failure and (B) written notice thereof has been given

to the Borrower by the Administrative Agent at the request of any Lender; it being

acknowledged and agreed that a failure of a Loan Party to deliver any particular Collateral

to the extent required by Section 5.40 shall result in such Collateral not being included in

the Borrowing Base but shall not (in and of itself) be, or result in, a Default or an Event of

Default; or

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(d)

any representation, warranty, certification or statement made or deemed

made by the Loan Parties in Article IV of this Agreement, any other Loan Document or in

any financial statement, material certificate or other material document or report delivered

pursuant to any Loan Document shall prove to have been untrue or misleading in any

material respect when made (or deemed made); or

(e)

any Loan Party or any Subsidiary of a Loan Party shall fail to make any

payment in respect of Debt (other than the Advances) having an aggregate principal amount

in excess of $20,000,000, when the same shall become due and payable, after expiration of

any applicable cure or grace period; or

(f)

any event or condition shall occur which (i) results in (A) the acceleration

of the maturity of Debt outstanding of any Loan Party or any Subsidiary of a Loan Party in

an aggregate principal amount in excess of $20,000,000 or (B) the mandatory prepayment

or purchase of such Debt by any Loan Party (or its designee) or such Subsidiary of a Loan

Party (or its designee) prior to the scheduled maturity thereof, or (ii) enables (or, with the

giving of notice or lapse of time or both, would enable) the holders of such Debt or

commitment to provide such Debt or any Person acting on such holders’ behalf, as a result

of an event of default under such Debt, to accelerate the maturity thereof, terminate any

such commitment or require the mandatory prepayment or purchase thereof prior to the

scheduled maturity thereof (for the avoidance of doubt, after giving effect to any applicable

grace period), unless, in the case of this clause (ii), such event or condition is no longer

continuing or has been waived in accordance with the terms of such Debt such that the

holder or holders thereof or any trustee or agent on its or their behalf are no longer enabled

or permitted to cause such Debt to become due, or to require the prepayment, repurchase,

redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause

(f) shall not apply to (x) secured Debt that becomes due as a result of the voluntary sale or

transfer of the property or assets securing such Debt; (y) convertible debt or investment

grade debt that becomes due as a result of a conversion or redemption event, other than to

the extent it becomes due or is paid in cash (other than interest, expenses or fractional

shares, which may be paid in cash in accordance with conversion provisions of convertible

indebtedness) as a result of an “event of default”, “fundamental change” or “change of

control repurchase event” (each as defined in the documents governing such Debt); (z) in

the case of clause (f)(ii), any Debt of a SBIC Entity or a SPV Subsidiary to the extent the

event or condition giving rise to the circumstances in clause (f)(ii) was not a payment or

insolvency default; or

(g)

any Loan Party or any Subsidiary of a Loan Party shall commence a

voluntary case or other proceeding seeking liquidation, reorganization or other relief with

respect to itself or its debts under any Bankruptcy, insolvency or other similar law now or

hereafter in effect or seeking the appointment of a trustee, receiver, liquidator,

administrator, custodian or other similar official of it or any substantial part of its property,

or shall consent to any such relief or to the appointment of or taking possession by any

such official in an involuntary case or other proceeding commenced against it, or shall

make a general assignment for the benefit of creditors, or shall fail generally, or shall admit

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in writing its inability, to pay its debts as they become due, or shall take any corporate

action to authorize any of the foregoing; or

(h)

an involuntary case or other proceeding shall be commenced against any

Loan Party or any Subsidiary of a Loan Party (other than an Immaterial Subsidiary) seeking

liquidation, reorganization or other relief with respect to it or its debts under any

Bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the

appointment of a trustee, receiver, liquidator, administrator, custodian or other similar

official of it or any substantial part of its property, and, in any such case, such involuntary

case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or

an order for relief shall be entered against any Loan Party or any Subsidiary of a Loan Party

(other than an Immaterial Subsidiary) under the federal Bankruptcy laws as now or

hereafter in effect; or

(i)

except, in each case, as would not reasonably be expected to result in a

Material Adverse Effect, any Loan Party or any member of the Controlled Group shall fail

to pay when due any material amount which it shall have become liable to pay to the PBGC

or to a Plan under Title IV of ERISA; or notice of intent to terminate a Plan or Plans shall

be filed under Title IV of ERISA by any Loan Party, any member of the Controlled Group,

any plan administrator or any combination of the foregoing; or the PBGC shall institute

proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to

administer any such Plan or Plans or a proceeding shall be instituted by a fiduciary of any

such Plan or Plans to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding

shall not have been dismissed within 30 days thereafter; or a condition shall exist by reason

of which the PBGC would be entitled to obtain a decree adjudicating that any such Plan or

Plans must be terminated; or

(j)

one or more judgments or orders for the payment of money in an aggregate

amount in excess of $20,000,000 (after taking into account the application of insurance

proceeds) shall be rendered against any Loan Party or any Subsidiary of a Loan Party (other

than an Immaterial Subsidiary) and such judgment or order shall continue undischarged,

unvacated, unsatisfied and unstayed for a period of 30 consecutive days; or

(k)

a federal tax lien shall be filed against any Loan Party or any Subsidiary of

a Loan Party under Section 6323 of the Code or a lien of the PBGC shall be filed against

any Loan Party or any Subsidiary of a Loan Party under Section 4068 of ERISA and in

either case such lien shall remain undischarged for a period of 30 days after the date of

filing; or

(l)

a Change in Control shall occur; or

(m)

the Administrative Agent, as agent for the Secured Parties, shall fail for any

reason to have a valid first priority security interest in any of the Collateral having an

aggregate Value in excess of 5% of the aggregate Value of all Portfolio Investments (other

than Liens permitted under Section 5.14 or by reason of any act or omission solely on

behalf of the Administrative Agent); or

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(n)

a default or event of default shall occur and be continuing under any of the

Collateral Documents or any Loan Party shall fail to observe or perform any obligation to

be observed or performed by it under any Collateral Document, and such default, event of

default or failure to perform or observe any obligation continues beyond any applicable

cure or grace period provided in such Collateral Document; or

(o)

[Intentionally Omitted].

(p)

[Intentionally Omitted].

(q)

(i) any of the Guarantors shall fail to pay when due and payable any

Guaranteed Obligations (after giving effect to any applicable grace period) or shall fail to

pay any fee or other amount payable hereunder when due; or (ii) except for release,

expiration or termination in accordance with the terms of this Agreement, any Guarantor

shall disaffirm, contest or deny its obligations under Article X; or

(r)

if the Borrower at any time fails to own (directly or indirectly, through

Wholly Owned Subsidiaries) 100% of the outstanding shares of the voting stock, voting

membership interests or equivalent equity interests of each Guarantor; or

(s)

except for release, expiration or termination in accordance with its terms,

any Loan Party shall (or shall attempt to) disaffirm, contest or deny its obligations under

any Loan Document or, except for expiration or termination in accordance with its terms,

any material provision of any Loan Document for any reason ceases to be valid, binding

and enforceable in accordance with its terms; or

(t)

[Intentionally Omitted].

(u)

[Intentionally Omitted].

(v)

the Borrower agrees or consents to, or otherwise permits any amendment,

modification, change, supplement or rescission of or to the Investment Policies (other than

a Permitted Policy Amendment); or

(w)

the Borrower or any of its Subsidiaries shall cause or permit the occurrence

of any condition or event that would result in any recourse to any Loan Party under any

Permitted SBIC Guarantee.

then, and in every such event, the Administrative Agent shall (i) if requested by the Required

Lenders, by notice to the Borrower terminate the Revolver Commitments and they shall thereupon

terminate and (ii) if requested by the Required Lenders, by notice to the Borrower declare the

Advances and the Notes (together with accrued interest thereon) and all other amounts payable

hereunder and under the other Loan Documents to be, and the Advances and the Notes (together

with all accrued interest thereon) and all other amounts payable hereunder and under the other

Loan Documents shall thereupon become, immediately due and payable without presentment,

demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties;

provided that if any Event of Default specified in clause (g) or (h) above occurs with respect to

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any Loan Party or any Subsidiary of a Loan Party, without any notice to any Loan Party or any

other act by the Administrative Agent or the Lenders, the Revolver Commitments shall thereupon

automatically terminate and the Advances and the Notes (together with accrued interest thereon)

and all other amounts payable hereunder and under the other Loan Documents shall automatically

become immediately due and payable without presentment, demand, protest or other notice of any

kind, all of which are hereby waived by the Loan Parties. Notwithstanding the foregoing, the

Administrative Agent shall have available to it all rights and remedies provided under the Loan

Documents (including, without limitation, the rights of a secured party pursuant to the Collateral

Documents) and in addition thereto, all other rights and remedies at law or equity, and the

Administrative Agent shall exercise any one or all of them at the request of the Required Lenders.

In the event that the Advances shall be declared, or shall become, due and payable pursuant to the

immediately preceding paragraph then, upon notice from the Administrative Agent or Lenders

with LC Exposure representing more than 50% of the total LC Exposure demanding the deposit

of Cash Collateral pursuant to this paragraph, the Borrower shall immediately deposit into the

Letter of Credit Collateral Account cash in an amount equal to the LC Exposure as of such date

plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash

shall become effective immediately, and such deposit shall become immediately due and payable,

without demand or other notice of any kind, upon the occurrence of any Event of Default with

respect to the Borrower described in clause (g) or (h) of this Article.

SECTION 6.02.

Notice of Default. The Administrative Agent shall give notice to

the Borrower of any Default under Section 6.01(c) promptly upon being requested to do so by any

Lender and shall thereupon notify all the Lenders thereof.

SECTION 6.03.

[Intentionally Omitted].

SECTION 6.04.

Allocation of Proceeds. If an Event of Default has occurred and not

been waived, and the maturity of the Advances and the Notes has been accelerated pursuant to

Article VI hereof, all payments received by the Administrative Agent hereunder or under the other

Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts

payable by the Borrower or any other Loan Party hereunder or under the other Loan Documents,

shall be applied by the Administrative Agent in the following order:

(a)

To payment of that portion of the Obligations constituting fees, indemnities,

Credit Party Expenses and other amounts (including fees, charges and disbursements of

counsel to the Administrative Agent and amounts payable under Article VIII and Section

2.12) payable to the Administrative Agent in its capacity as such; and then

(b)

To payment of that portion of the Obligations constituting indemnities,

Credit Party Expenses and other amounts (other than principal, interest and fees) payable

to the Issuing BankBanks and the Lenders (including fees, charges and disbursements of

counsel to the respective Issuing BankBanks and Lenders and amounts payable under

Article VIII and Section 2.12), ratably among them in proportion to the amounts described

in this clause payable to them; and then

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(c)

and then

To Cash Collateralize all the outstanding amount of all Letters of Credit;

(d)

To payment of that portion of the Obligations constituting accrued and

unpaid interest on the Advances and other Obligations, and fees (including unused

commitment fees), ratably among the Issuing BankBanks and Lenders in proportion to the

respective amounts described in this clause payable to them; and then

(e)

To payment on a pro rata basis of that portion of the Obligations constituting

unpaid principal of the Swing Advances and LC Disbursements; and then

(f)

To payment of that portion of the Obligations constituting unpaid principal

of the Revolver Advances, ratably among the Lenders in proportion to the respective

amounts described in this clause held by them; and then

(g)

To payment of all other Obligations (excluding any Obligations arising

from Cash Management Services and Bank Products), ratably among the Secured Parties

in proportion to the respective amounts described in this clause held by them; and then

(h)

To payment of all other Obligations arising from Bank Products and Cash

Management Services to the extent secured under the Collateral Documents, ratably among

the Secured Parties in proportion to the respective amounts described in this clause held by

them; and then

(i)

The balance, if any, after all of the Obligations have been indefeasibly paid

in full, to the Loan Parties or as otherwise required by law;

provided, that Excluded Swap Obligations with respect to any Guarantor shall not be paid with

amounts received from such Guarantor or its assets, but appropriate adjustments shall be made

with respect to payment from other Loan Parties to preserve the Obligations otherwise set forth

above in this Section 6.04.

ARTICLE VII

THE ADMINISTRATIVE AGENT

SECTION 7.01.

Appointment and Authority. Each of the Lenders and the Issuing

BankBanks hereby irrevocably appoints Truist to act on its behalf as the Administrative Agent

hereunder and under the other Loan Documents and authorizes the Administrative Agent to take

such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent

by the terms hereof or thereof, together with such actions and powers as are reasonably incidental

thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the

Issuing BankBanks and the Lenders and neither the Borrower nor any other Loan Party shall have

rights as a third party beneficiary of any of such provisions. It is understood and agreed that the

use of the term “agent” herein or in any other Loan Documents (or any other similar term) with

reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or

express) obligations arising under agency doctrine of any applicable law. Instead such term is used

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as a matter of market custom, and is intended to create or reflect only an administrative relationship

between contracting parties.

SECTION 7.02.

Rights as a Lender. The Person serving as the Administrative Agent

hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender

and may exercise the same as though it were not the Administrative Agent and the term “Lender”

or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires,

include the Person serving as the Administrative Agent hereunder in its individual capacity. Such

Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or

in any other advisory capacity for and generally engage in any kind of business with the Borrower

or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent

hereunder and without any duty to account therefor to the Lenders.

SECTION 7.03.

Exculpatory Provisions. The Administrative Agent shall not have

any duties or obligations except those expressly set forth herein and in the other Loan Documents,

and its duties hereunder shall be administrative in nature. Without limiting the generality of the

foregoing, the Administrative Agent:

(a)

shall not be subject to any fiduciary or other implied duties, regardless of

whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any

discretionary powers, except discretionary rights and powers expressly contemplated

hereby or by the other Loan Documents that the Administrative Agent is required to

exercise as directed in writing by the Required Lenders (or such other number or percentage

of the Lenders as shall be expressly provided for herein or in the other Loan Documents),

provided that the Administrative Agent shall not be required to take any action that, in its

opinion or the opinion of its counsel, may expose the Administrative Agent to liability or

that is contrary to any Loan Document or applicable law, including for the avoidance of

doubt any action that may be in violation of the automatic stay under any Debtor Relief

Law or that may effect a forfeiture, modification or termination of property of a Defaulting

Lender in violation of any Debtor Relief Law; and

(c)

shall not, except as expressly set forth herein and in the other Loan

Documents, have any duty to disclose, and shall not be liable for the failure to disclose,

any information relating to the Borrower or any of its Affiliates that is communicated to or

obtained by the Person serving as the Administrative Agent or any of its Affiliates in any

capacity.

The Administrative Agent shall not be liable to any Lender or theany Issuing Bank for any

action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or

such other number or percentage of the Lenders as shall be necessary, or as the Administrative

Agent shall believe in good faith shall be necessary, under the circumstances as provided in

Sections 9.05 and 6.01) or (ii) in the absence of its own gross negligence or willful misconduct as

determined by a court of competent jurisdiction by final and nonappealable judgment. The

Administrative Agent shall be deemed not to have knowledge of any Default unless and until

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notice describing such Default is given to the Administrative Agent in writing by the Borrower or

a Lender.

The Administrative Agent shall not be responsible for or have any duty to ascertain or

inquire into (i) any statement, warranty or representation made in or in connection with this

Agreement or any other Loan Document, (ii) the contents of any certificate, report or other

document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the

performance or observance of any of the covenants, agreements or other terms or conditions set

forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,

effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,

instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere

herein, other than to confirm receipt of items expressly required to be delivered to the

Administrative Agent.

SECTION 7.04.

Reliance by Administrative Agent. The Administrative Agent shall

be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,

certificate, consent, statement, instrument, document or other writing (including any electronic

message, Internet or intranet website posting or other distribution) believed by it to be genuine and

to have been signed, sent or otherwise authenticated by the proper Person. The Administrative

Agent also may rely upon any statement made to it orally or by telephone and believed by it to

have been made by the proper Person, and shall not incur any liability for relying thereon. In

determining compliance with any condition hereunder to the making of an Advance, that by its

terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that

such condition is satisfactory to such Lender unless the Administrative Agent shall have received

notice to the contrary from such Lender prior to the making of such Advance. The Administrative

Agent may consult with legal counsel (who may be counsel for the Borrower), independent

accountants and other experts selected by it, and shall not be liable for any action taken or not

taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 7.05.

Delegation of Duties. The Administrative Agent may perform any

and all of its duties and exercise its rights and powers hereunder or under any other Loan Document

by or through any one or more sub-agents appointed by the Administrative Agent.

The

Administrative Agent and any such sub-agent may perform any and all of its duties and exercise

its rights and powers by or through their respective Related Parties. The exculpatory provisions

of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative

Agent and any such sub-agent, and shall apply to their respective activities in connection with the

syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-

agents except to the extent that a court of competent jurisdiction determines in a final and

nonappealable judgment that the Administrative Agent acted with gross negligence or willful

misconduct in the selection of such sub agents.

SECTION 7.06.

Resignation of Administrative Agent. The Administrative Agent

may at any time give notice of its resignation to the Issuing BankBanks, the Lenders and the

Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the

right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an

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office in the United States of America, or an Affiliate of any such bank with an office in the United

States of America. If no such successor shall have been so appointed by the Required Lenders and

shall have accepted such appointment within 30 days after the retiring Administrative Agent gives

notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the

“Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be

obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the

qualifications set forth above. Whether or not a successor has been appointed, such resignation

shall become effective in accordance with such notice on the Resignation Effective Date. With

effect from the Resignation Effective Date, (1) the retiring Administrative Agent shall be

discharged from its duties and obligations hereunder and under the other Loan Documents (except

that in the case of any collateral security held by the Administrative Agent on behalf of the Issuing

BankBanks and the Lenders under any of the Loan Documents, the retiring Administrative Agent

shall continue to hold such collateral security until such time as a successor Administrative Agent

is appointed) and (2) except for any indemnity payments owed to the retiring Administrative

Agent, all payments, communications and determinations provided to be made by, to or through

the Administrative Agent shall instead be made by or to theeach Issuing Bank or each Lender

directly, until such time as the Required Lenders appoint a successor Administrative Agent as

provided for above in this paragraph. Upon the acceptance of a successor’s appointment as

Administrative Agent hereunder, such successor shall succeed to and become vested with all of

the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights

to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative

Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan

Documents (if not already discharged therefrom as provided above in this paragraph). The fees

payable by the Borrower to a successor Administrative Agent shall be the same as those payable

to its predecessor unless otherwise agreed between the Borrower and such successor. After the

retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the

provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring

Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions

taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as

Administrative Agent.

Any resignation by Truist as Administrative Agent pursuant to this Section shall also

constitute its resignation as an Issuing Bank and a Swingline Lender. Upon the acceptance of a

successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to

and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank

and Swingline Lender, (b) the retiring Issuing Bank and Swingline Lender shall be discharged

from all of their respective duties and obligations hereunder or under the other Loan Documents,

and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of

Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory

to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with

respect to such Letters of Credit.

SECTION 7.07.

Non-Reliance on Administrative Agent and Other Lenders. Each

Lender acknowledges that it has, independently and without reliance upon the Administrative

Agent or any other Lender or any of their Related Parties and based on such documents and

information as it has deemed appropriate, made its own credit analysis and decision to enter into

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this Agreement. Each Lender also acknowledges that it will, independently and without reliance

upon the Administrative Agent or any other Lender or any of their Related Parties and based on

such documents and information as it shall from time to time deem appropriate, continue to make

its own decisions in taking or not taking action under or based upon this Agreement, any other

Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 7.08.

NoOtherDuties,etc.

Anythinghereintothecontrary

notwithstanding, none of the Arrangers listed on the cover page hereof shall have any powers,

duties or responsibilities under this Agreement or any of the other Loan Documents, except in its

capacity, as applicable, as the Administrative Agent or a Lender hereunder.

SECTION 7.09.

Other Agents. The Borrower and each Lender hereby acknowledges

that any Lender designated as an “Agent” on the signature pages hereof (other than the

Administrative Agent) shall not have any obligations, duties or liabilities hereunder other than in

its capacity as a Lender.

SECTION 7.10.

Hedging Agreements, Cash Management Services and Bank

Products. Except as otherwise expressly set forth herein or in any Collateral Document, no Bank

Product Bank, Cash Management Bank or Hedge Counterparty that obtains the guarantees

hereunder or any Collateral by virtue of the provisions hereof or of any Collateral Document shall

(i) have any right to notice of any action or to consent to, direct or object to any action hereunder

or under any other Loan Document or otherwise in respect of the Collateral (including the release

or impairment of any Collateral) or any Guaranty (including the release or impairment of any

Guaranty) other than in its capacity as a Lender and, in such case, only to the extent expressly

provided in the Loan Documents, (ii) accept from any Subsidiary of the Borrower any guarantee

of any of the Guaranteed Obligations unless such guarantor simultaneously guarantees the

payment of all of the Guaranteed Obligations owed to all Secured Parties, or (iii) hold, take, accept

or obtain any Lien upon any assets of any Loan Party or any Subsidiary of the Borrower to secure

the payment and performance of the Obligations except and to the extent that such Lien is in favor

of the Administrative Agent pursuant to the Security Agreement or another Collateral Document

to which the Administrative Agent is a party for the benefit of all of the Secured Parties.

Notwithstanding any other provision of this Article VII to the contrary, the Administrative Agent

shall not be required to verify the payment of, or that other satisfactory arrangements have been

made with respect to, Obligations arising under or related to Cash Management Services, Bank

Products and Hedging Agreements unless the Administrative Agent has received written notice of

such Obligations, together with such supporting documentation as the Administrative Agent may

request, from the applicable Cash Management Bank, Bank Product Bank or Hedge Counterparty,

as the case may be.

SECTION 7.11.

Administrative Agent May File Proofs of Claim. In case of the

pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative

to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Advance

shall then be due and payable as herein expressed or by declaration or otherwise and irrespective

of whether the Administrative Agent shall have made any demand on the Borrower) shall be

entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

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(a)

to file and prove a claim for the whole amount of the principal and interest

owing and unpaid in respect of the Advances and all other Obligations that are owing and

unpaid and to file such other documents as may be necessary or advisable in order to have

the claims of the Lenders and the Administrative Agent (including any claim for the

reasonable compensation, expenses, disbursements and advances of the Lenders and the

Administrative Agent and their respective agents and counsel and all other amounts due

the Lenders and the Administrative Agent under Sections 2.07 and 9.03) allowed in such

judicial proceeding; and

(b)

to collect and receive any monies or other property payable or deliverable

on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in

any such judicial proceeding is hereby authorized by each Lender to make such payments to the

Administrative Agent and, in the event that the Administrative Agent shall consent to the making

of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for

the reasonable compensation, expenses, disbursements and advances of the Administrative Agent

and its agents and counsel, and any other amounts due the Administrative Agent under Sections

2.07 and 9.03.

SECTION 7.12.

Collateral and Guaranty Matters. (a) The Issuing BankBanks and

Lenders irrevocably authorize the Administrative Agent to, and the Administrative Agent shall,

(i)

release any Lien on any property granted to or held by the

Administrative Agent under any Loan Document (x) upon termination of all

Revolver Commitments and payment in full (or, with respect to Letters of Credit,

expiration, termination, cash collateralization or backstop of such Letters of Credit)

of all Obligations (other than unasserted contingent indemnification obligations),

(y) that is sold or otherwise disposed of or to be sold or otherwise disposed of as

part of or in connection with any sale or other disposition permitted under the Loan

Documents, or (z) subject to Section 9.05, if approved, authorized or ratified in

writing by the Required Lenders;

(ii)

(a) subordinate any Lien on any Special Equity Interest granted to

or held by the Administrative Agent under any Loan Document, upon terms and

conditions satisfactory to the Administrative Agent in its sole discretion, in the

event that such Special Equity Interest is pledged to the holder of a Lien to secure

obligations in the manner provided in the definition of “Special Equity Interest” in

Section 1.01 if the documentation creating or documenting such other Lien permits

the inclusion of such Special Equity Interest in the Collateral; and (b) release any

Lien on any Special Equity Interest granted to or held by the Administrative Agent

under any Loan Document in the event that such Special Equity Interest is pledged

to the holder of a Lien to secure obligations in the manner provided in the definition

of “Special Equity Interest” in Section 1.01 if the documentation creating or

documenting such other Lien prohibits the inclusion of such Special Equity Interest

in the Collateral; and

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(iii)

release any Guarantor from its obligations under Article X if such

Person ceases to be a Subsidiary as a result of a transaction permitted under the

Loan Documents.

Upon any sale or other disposition by any Loan Party (other than to the Borrower or any of its

Subsidiaries) of any Collateral pursuant to a sale or other disposition that is permitted by the Loan

Documents, the Liens created by the Collateral Documents on such sold or disposed of Collateral

shall be automatically released. Upon request by the Administrative Agent at any time, the

Required Lenders will confirm in writing the Administrative Agent’s authority to release its

interest in particular types or items of property, or to release any Guarantor from its obligations

under Article X pursuant to this Section 7.12. Upon the request of a Loan Party, the Administrative

Agent shall (i) subordinate any Lien on any Special Equity Interest granted to or held by the

Administrative Agent under any Loan Document, upon terms and conditions satisfactory to the

Administrative Agent in its sole discretion, in the event that such Special Equity Interest is pledged

to the holder of a Lien to secure obligations in the manner provided in the definition of “Special

Equity Interest” in Section 1.01 if the documentation creating or documenting such other Lien

permits the inclusion of such Special Equity Interest in the Collateral and (ii) release any Lien on

any Special Equity Interest granted to or held by the Administrative Agent under any Loan

Document in the event that such Special Equity Interest is pledged to the holder of a Lien to secure

obligations in the manner provided in the definition of “Special Equity Interest” in Section 1.01 if

the documentation creating or documenting such other Lien prohibits the inclusion of such Special

Equity Interest in the Collateral.

(b)

The Administrative Agent shall not be responsible for or have a duty to

ascertain or inquire into any representation or warranty regarding the existence, value or

collectability of the Collateral, the existence, priority or perfection of the Administrative

Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection

therewith, nor shall the Administrative Agent be responsible or liable to the Issuing

BankBanks or the Lenders for any failure to monitor or maintain any portion of the

Collateral.

SECTION 7.13.

Erroneous Payments.

(a)

If the Administrative Agent notifies a Lender, Issuing Bank or Secured

Party, or any Person who has received funds on behalf of a Lender, Issuing Bank or Secured

Party (any such Lender, Issuing Bank, Secured Party or other recipient, a “Payment

Recipient”) that the Administrative Agent has determined in its sole discretion (whether or

not after receipt of any notice under immediately succeeding clause (b)) that any funds

received by such Payment Recipient from the Administrative Agent or any of its Affiliates

were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such

Payment Recipient (whether or not known to such Lender, Issuing Bank, Secured Party or

other Payment Recipient on its behalf) (any such funds, whether received as a payment,

prepayment or repayment of principal, interest, fees, distribution or otherwise, individually

and collectively, an “Erroneous Payment”) and demands the return of such Erroneous

Payment (or a portion thereof), such Erroneous Payment shall at all times remain the

property of the Administrative Agent and shall be segregated by the Payment Recipient

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and held in trust for the benefit of the Administrative Agent, and such Lender, Issuing Bank

or Secured Party shall (or, with respect to any Payment Recipient who received such funds

on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than

two Business Days thereafter, return to the Administrative Agent the amount of any such

Erroneous Payment (or portion thereof) as to which such a demand was made, in same day

funds (in the currency so received), together with interest thereon in respect of each day

from and including the date such Erroneous Payment (or portion thereof) was received by

such Payment Recipient to the date such amount is repaid to the Administrative Agent in

same day funds at the greater of the Federal Funds Rate and a rate determined by the

Administrative Agent in accordance with banking industry rules on interbank

compensation from time to time in effect. A notice of the Administrative Agent to any

Payment Recipient under this clause (a) shall be conclusive, absent manifest error. Without

limiting immediately preceding clause (a), each Lender, Issuing Bank or Secured Party, or

any Person who has received funds on behalf of a Lender, Issuing Bank or Secured Party,

hereby further agrees that if it receives a payment, prepayment or repayment (whether

received as a payment, prepayment or repayment of principal, interest, fees, distribution or

otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different

amount than, or on a different date from, that specified in a notice of payment, prepayment

or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to

such payment, prepayment or repayment, (y) that was not preceded or accompanied by a

notice of payment, prepayment or repayment sent by the Administrative Agent (or any of

its Affiliates), or (z) that such Lender, Issuing Bank or Secured Party, or other such

recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in

whole or in part) in each case: (A) in the case of immediately preceding clauses (x) or (y),

an error shall be presumed to have been made (absent written confirmation from the

Administrative Agent to the contrary) or (B) an error has been made (in the case of

immediately preceding clause (z)), in each case, with respect to such payment, prepayment

or repayment; and such Lender, Issuing Bank or Secured Party shall (and shall cause any

other recipient that receives funds on its respective behalf to) promptly (and, in all events,

within one Business Day of its knowledge of such error) notify the Administrative Agent

of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable

detail) and that it is so notifying the Administrative Agent pursuant to this Section 7.13(b).

(c)

Each Lender, Issuing Bank or Secured Party hereby authorizes the

Administrative Agent to set off, net and apply any and all amounts at any time owing to

such Lender, Issuing Bank or Secured Party under any Loan Document, or otherwise

payable or distributable by the Administrative Agent to such Lender, Issuing Bank or

Secured Party from any source, against any amount due to the Administrative Agent under

immediately preceding clause (a) or under the indemnification provisions of this

Agreement.

(d)

In the event that an Erroneous Payment (or portion thereof) is not recovered

by the Administrative Agent for any reason, after demand therefor by the Administrative

Agent in accordance with immediately preceding clause (a), from any Lender or Issuing

Bank that has received such Erroneous Payment (or portion thereof) (and/or from any

Payment Recipient who received such Erroneous Payment (or portion thereof) on its

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respective behalf)

(such unrecovered amount, an “Erroneous Payment Return

Deficiency”), upon the Administrative Agent’s notice to such Lender or Issuing Bank at

any time, (i) such Lender or Issuing Bank shall be deemed to have assigned its Advances

or LC Disbursements, as applicable (but not its Revolver Commitments or LC Exposure,

as applicable), of the relevant class with respect to which such Erroneous Payment was

made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous

Payment Return Deficiency (or such lesser amount as the Administrative Agent may

specify) (such assignment of the Advances or LC Disbursements, as applicable (but not its

Revolver Commitments or LC Exposure, as applicable) of the Erroneous Payment

Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued

and unpaid interest (with the assignment fee to be waived by the Administrative Agent in

such instance), and is hereby (together with the Borrower) deemed to execute and deliver

an Assignment and Assumption (or, to the extent applicable, an agreement incorporating

an Assignment and Assumption by reference pursuant to an approved electronic platform

as to which the Administrative Agent and such parties are participants) with respect to such

Erroneous Payment Deficiency Assignment, and such Lender or Issuing Bank shall deliver

any Notes or Letter of Credit Documents, as applicable, evidencing such Advances or LC

Disbursements, as applicable, to the Borrower or the Administrative Agent, (ii) the

Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous

Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative

Agent as the assignee Lender shall become a Lender or Issuing Bank, as applicable,

hereunder with respect to such Erroneous Payment Deficiency Assignment and the

assigning Lender or assigning Issuing Bank shall cease to be a Lender or Issuing Bank, as

applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment,

excluding, for the avoidance of doubt, its obligations under the indemnification provisions

of this Agreement and its applicable Revolver Commitments or LC Exposure, as

applicable, which shall survive as to such assigning Lender or assigning Issuing Bank and

(iv) the Administrative Agent may reflect in the Register its ownership interest in the

Advances or LC Disbursements, as applicable, subject to the Erroneous Payment

Deficiency Assignment. The Administrative Agent may, in its discretion, sell any

Advances or LC Disbursements, as applicable, acquired pursuant to an Erroneous Payment

Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous

Payment Return Deficiency owing by the applicable Lender or Issuing Bank shall be

reduced by the net proceeds of the sale of such Advance or LC Disbursement (or portion

thereof), as applicable, and the Administrative Agent shall retain all other rights, remedies

and claims against such Lender or Issuing Bank (and/or against any recipient that receives

funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment

Deficiency Assignment will reduce the Revolver Commitments or LC Exposure, as

applicable, of any Lender or Issuing Bank and such Revolver Commitments or LC

Exposure, as applicable, shall remain available in accordance with the terms of this

Agreement. In addition, each party hereto agrees that, except to the extent that the

Administrative Agent has sold an Advance or LC Disbursement (or portion thereof), as

applicable, acquired pursuant to an Erroneous Payment Deficiency Assignment, and

irrespective of whether the Administrative Agent may be equitably subrogated, the

Administrative Agent shall be contractually subrogated to all the rights and interests of the

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applicable Lender, Issuing Bank or Secured Party under the Loan Documents with respect

to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation

Rights”).

(e)

The parties hereto agree that an Erroneous Payment shall not pay, prepay,

repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other

Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with

respect to the amount of such Erroneous Payment that is, comprised of funds received by

the Administrative Agent from the Borrower or any other Loan Party for the purpose of

making such Erroneous Payment.

(f)

To the extent permitted by applicable law, no Payment Recipient shall assert

any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive,

any claim, counterclaim, defense or right of set-off or recoupment with respect to any

demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous

Payment received, including without limitation waiver of any defense based on “discharge

for value” or any similar doctrine.

(g)

Each party’s obligations, agreements and waivers under this Section 7.13

shall survive the resignation or replacement of the Administrative Agent, any transfer of

rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination

of the Revolver Commitments or LC Exposures, as applicable, and/or the repayment,

satisfaction or discharge of all Obligations (or any portion thereof) under any Loan

Document.

ARTICLE VIII

CHANGE IN CIRCUMSTANCES; COMPENSATION

SECTION 8.01.

Interest Rate Matters.

(a)

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to

the first day of any Interest Period:

(i)

the Administrative Agent determines that deposits in Dollars (in the

applicable amounts) are not being offered in the relevant market for such Interest

Period, or

(ii)

the Required Lenders advise the Administrative Agent that the Term

Benchmark Rate as determined by the Administrative Agent will not adequately

and fairly reflect the cost to such Lenders of funding the Term Benchmark

Advances for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Borrower and the

Lenders, whereupon until the Administrative Agent notifies the Borrower that the

circumstances giving rise to such suspension no longer exist, the obligations of the Lenders

to make Term Benchmark Advances specified in such notice, or to permit continuations or

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conversions into Term Benchmark Advances, shall be suspended. Unless the Borrower

notifies the Administrative Agent at least two (2) Business Days before the date of any

Borrowing or Swing Borrowing of Term Benchmark Advances for which a Notice of

Borrowing has previously been given, or continuation or conversion into such Term

Benchmark Advances for which a Notice of Continuation or Conversion has previously

been given, that it elects not to borrow or so continue or convert on such date, such

Borrowing or Swing Borrowing shall instead be made as a Base Rate Borrowing, or such

Term Benchmark Advance shall be converted to a Base Rate Advance.

(b)

Inability to Determine Interest Rates.

(i)

Subject to Section 8.01(b)(ii), if, prior to the commencement of any

Interest Period for any Term Benchmark Borrowing:

(A)

the Administrative Agent shall have determined (which

determination shall be conclusive and binding upon the Borrower) that

adequate and reasonable means do not exist for ascertaining the Term

Benchmark Rate (including, without limitation, because the Screen Rate for

such Interest Period is not available or published on a current basis and such

circumstances are unlikely to be temporary) for such Interest Period, or

(B)

the Administrative Agent shall have received notice from

the Required Lenders that the Term Benchmark Rate for a Loan or for the

applicable Interest Period will not adequately and fairly reflect the cost to

such Lenders of making or maintaining the Loans included in such

Borrowing for such Interest Period,

then the Administrative Agent shall give written notice thereof (or

telephonic notice, promptly confirmed in writing) to the Borrower and to

the Lenders as soon as practicable thereafter identifying the relevant

provision above. Until the Administrative Agent shall notify the Borrower

and the Lenders that the circumstances giving rise to such notice no longer

exist, (i) any Notice of Continuation or Conversion that requests the

conversion of any Borrowing to, or the continuation of any Borrowing as, a

Term Benchmark Borrowing shall be ineffective and such Borrowing

(unless prepaid) shall be continued as, or converted to, a Base Rate

Borrowing at the end of the applicable Interest Period, (ii) if any Notice of

Borrowing requests a Term Benchmark Borrowing, such Borrowing shall

be made as a Base Rate Borrowing.

(ii)

Notwithstanding anything to the contrary herein or in any other

Loan Document (and any Hedging Agreement shall be deemed not to be a “Loan

Document” for purposes of this Section 8.01(b)), if a Benchmark Transition Event

and its related Benchmark Replacement Date have occurred prior to any setting of

the then-current Benchmark, then (x) if a Benchmark Replacement for the Term

SOFR Reference Rate is determined in accordance with clause (1) of the definition

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of “Benchmark Replacement” for such Benchmark Replacement Date, such

Benchmark Replacement will replace such Benchmark for all purposes hereunder

and under any Loan Document in respect of such Benchmark setting and

subsequent Benchmark settings without any amendment to, or further action or

consent of any other party to, this Agreement or any other Loan Document and (y)

if a Benchmark Replacement is determined in accordance with clause (2) of the

definition of “Benchmark Replacement” for such Benchmark Replacement Date,

such Benchmark Replacement will replace such Benchmark for all purposes

hereunder and under any Loan Document in respect of any Benchmark setting at or

after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date

notice of such Benchmark Replacement is provided to the Lenders without any

amendment to, or further action or consent of any other party to, this Agreement or

any other Loan Document so long as the Administrative Agent has not received, by

such time, written notice of objection to such Benchmark Replacement from

Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily

Simple SOFR, all interest payments will be payable on a monthly basis.

(iii)

Inconnectionwiththeuse,administration,adoptionor

implementation of a Benchmark Replacement, the Administrative Agent will have

the right to make Conforming Changes from time to time and, notwithstanding

anything to the contrary herein or in any other Loan Document, any amendments

implementing such Conforming Changes will become effective without any further

action or consent of any other party to this Agreement or any other Loan Document.

(iv) The Administrative Agent will promptly notify the Borrower and

the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the

implementation of any Benchmark Replacement, and (iii) the effectiveness of any

Conforming Changes in connection with the use, administration, adoption or

implementation of a Benchmark Replacement. The Administrative Agent will

notify the Borrower of (x) the removal or reinstatement of any tenor of a

Benchmark pursuant to clause (v) below and (y) the commencement of any

Benchmark Unavailability Period. Any determination, decision or election that may

be made by the Administrative Agent or, if applicable, any Lender (or group of

Lenders) pursuant to this Section 8.01(b), including any determination with respect

to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event,

circumstance or date and any decision to take or refrain from taking any action or

any selection, will be conclusive and binding absent manifest error and may be

made in its or their sole discretion and without consent from any other party to this

Agreement or any other Loan Document, except, in each case, as expressly required

pursuant to this Section 8.01(b).

(v)

Notwithstanding anything to the contrary herein or in any other

Loan Document, at any time (including in connection with the implementation of a

Benchmark Replacement), (i) if the then-current Benchmark is a term rate

(including the Term SOFR Reference Rate or the Term Benchmark Rate) and either

(A) any tenor for such Benchmark is not displayed on a screen or other information

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service that publishes such rate from time to time as selected by the Administrative

Agent in its reasonable discretion or (B) the regulatory supervisor for the

administrator of such Benchmark has provided a public statement or publication of

information announcing that any tenor for such Benchmark not or will not be

representative, then the Administrative Agent may modify the definition of

“Interest Period” (or any similar or analogous definition) for any Benchmark

settings at or after such time to remove such unavailable or non-representative tenor

and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is

subsequently displayed on a screen or information service for a Benchmark

(including a Benchmark Replacement) or (B) is not, or is no longer, subject to an

announcement that it is not or will not be representative for a Benchmark (including

a Benchmark Replacement), then the Administrative Agent may modify the

definition of “Interest Period” (or any similar or analogous definition) for all

Benchmark settings at or after such time to reinstate such previously removed tenor.

(vi)

Upon the Borrower’s receipt of notice of the commencement of a

Benchmark Unavailability Period, the Borrower may revoke any pending request

for a Term Benchmark Borrowing of, conversion to or continuation of Term

Benchmark Advances to be made, converted or continued during any Benchmark

Unavailability Period and, failing that, (i) any Notice of Continuation or Conversion

that requests the conversion of any Borrowing to, or the continuation of any

Borrowing as, a Term Benchmark Borrowing shall be ineffective and such

Borrowing (unless prepaid) shall be continued as, or converted to a Base Rate

Borrowing at the end of the applicable Interest period, (ii) if any Notice of

Borrowing requests a Term Benchmark Borrowing, such Borrowing shall be made

as a Base Rate Borrowing. During a Benchmark Unavailability Period or at any

time that a tenor for the then-current Benchmark is not an Available Tenor, the

component of the Base Rate based upon the then-current Benchmark or such tenor

for such Benchmark, as applicable, will not be used in any determination of Base

Rate.

SECTION 8.02.

Illegality. If, after the Omnibus Amendment Effective Date, any

Change in Law shall make it unlawful or impossible for any Lender (or its Lending Office) to

make, maintain or fund its Term Benchmark Advances and such Lender shall so notify the

Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other

Lenders and the Borrower, whereupon until such Lender notifies the Borrower and the

Administrative Agent that the circumstances giving rise to such suspension no longer exist, the

obligation of such Lender to make or permit continuations or conversions of Term Benchmark

Advances shall be suspended. Before giving any notice to the Administrative Agent pursuant to

this Section, such Lender shall designate a different Lending Office if such designation will avoid

the need for giving such notice and will not, in the judgment of such Lender, be otherwise

disadvantageous to such Lender. If such Lender shall determine that it may not lawfully continue

to maintain and fund any of its portion of the outstanding Term Benchmark Advances to maturity

and shall so specify in such notice, the Borrower shall immediately prepay in full the then

outstanding principal amount of the Term Benchmark Advances of such Lender, together with

accrued interest thereon and any amount due such Lender pursuant to Section 8.05. Concurrently

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with prepaying such Term Benchmark Advances, the Borrower shall borrow a Base Rate Advance

in an equal principal amount from such Lender (on which interest and principal shall be payable

contemporaneously with the related Term Benchmark Advances of the other Lenders), and such

Lender shall make such a Base Rate Advance.

SECTION 8.03.

Increased Cost and Reduced Return.

(a)

If after the Omnibus Amendment Effective Date, a Change in Law shall:

(i)

impose, modify or deem applicable any reserve (including pursuant

to regulations issued from time to time by the Board of Governors of the Federal

Reserve System for determining the maximum reserve requirement (including any

emergency, special, supplemental or other marginal reserve requirement) with

respect to any eurocurrency funding (currently referred to as “Eurocurrency

liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge

or similar requirement against assets of, deposits with or for the account of, or credit

extended or participated in by, any Lender or the Issuing Bank; or

(ii) subject theany Issuing Bank or any Lender to any tax of any kind

whatsoever with respect to this Agreement or any Term Benchmark Advances

made by such Lender, or change the basis of taxation of payments to such Lender

or thesuch Issuing Bank in respect thereof (except for Indemnified Taxes or Other

Taxes covered by Section 2.12(e) and the imposition of, or any change in the rate

of, any Excluded Tax payable by such Lender); or

(iii)

impose on theany Issuing Bank or any Lender any other condition,

cost or expense affecting this Agreement or Term Benchmark Advances by such

Lender or participation therein;

and the result of any of the foregoing is to increase the cost to thesuch Issuing Bank or such

Lender of participating in, issuing or maintaining any Letter of Credit or of making,

continuing, converting to, or maintaining any Term Benchmark Advance (or of

maintaining its obligation to make any such Advance), or to reduce the amount of any sum

received or receivable by thesuch Issuing Bank or such Lender hereunder (whether of

principal, interest or any other amount) then, upon request of thesuch Issuing Bank or such

Lender, the Borrower will pay to thesuch Issuing Bank or such Lender such additional

amount or amounts as will compensate thesuch Issuing Bank or such Lender for such

additional costs incurred or reduction suffered.

(b)

If theany Issuing Bank or any Lender determines that any Change in Law

affecting thesuch Issuing Bank or such Lender or any lending office of thesuch Issuing

Bank or such Lender or thesuch Issuing Bank’s or such Lender’s holding company, if any,

regarding capital requirements or liquidity requirements has or would have the effect of

reducing the rate of return on thesuch Issuing Bank’s or such Lender’s capital or on the

capital of thesuch Issuing Bank’s or such Lender’s holding company, if any, as a

consequence of this Agreement, the Revolver Commitments of such Lender or the

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Advances made by, or the participations in Swing Advances and Letters of Credit held by,

such Lender, or the Letters of Credit issued by thesuch Issuing Bank, to a level below that

which thesuch Issuing Bank or such Lender or thesuch Issuing Bank’s or such Lender’s

holding company could have achieved but for such Change in Law (taking into

consideration thesuch Issuing Bank’s or such Lender’s policies and the policies of thesuch

Issuing Bank’s or such Lender’s holding company with respect to capital adequacy), then

from time to time the Borrower will pay to thesuch Issuing Bank or such Lender such

additional amount or amounts as will compensate thesuch Issuing Bank or such Lender or

the Issuing Bank’s or such Lender’s holding company for any such reduction suffered.

(c)

A certificate of thean Issuing Bank or a Lender setting forth the amount or

amounts necessary to compensate thesuch Issuing Bank or such Lender or thesuch Issuing

Bank’s or such Lender’s holding company, as the case may be, as specified in paragraph (a)

or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest

error. The Borrower shall pay thesuch Issuing Bank or such Lender the amount shown as

due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of theany Issuing Bank or any Lender to demand

compensation pursuant to this Section shall not constitute a waiver of thesuch Issuing

Bank’s or such Lender’s right to demand such compensation, provided that the Borrower

shall not be required to compensate thean Issuing Bank or a Lender pursuant to this Section

for any increased costs incurred or reductions suffered more than nine months prior to the

date that thesuch Issuing Bank or such Lender notifies the Borrower of the Change in Law

giving rise to such increased costs or reductions and of thesuch Issuing Bank’s or such

Lender’s intention to claim compensation therefor (except that, if the Change in Law giving

rise to such increased costs or reductions is retroactive, then the nine-month period referred

to above shall be extended to include the period of retroactive effect thereof).

SECTION 8.04.

Base Rate Advances Substituted for Affected Term Benchmark

Advances. If (i) the obligation of any Lender to make or maintain a Term Benchmark Advance

has been suspended pursuant to Section 8.02 or (ii) any Lender has demanded compensation under

Section 8.03, and the Borrower shall, by at least five (5) Business Days’ prior notice to such Lender

through the Administrative Agent, have elected that the provisions of this Section shall apply to

such Lender, then, unless and until such Lender notifies the Borrower that the circumstances giving

rise to such suspension or demand for compensation no longer apply:

(a)

all Advances which would otherwise be made by such Lender as or

permitted to be continued as or converted into Term Benchmark Advances shall instead be

made as or converted into Base Rate Advances, (in all cases interest and principal on such

Advances shall be payable contemporaneously with the related Term Benchmark

Advances of the other Lenders), and

(b)

after its portion of the Term Benchmark Advance has been repaid, all

payments of principal which would otherwise be applied to repay such Term Benchmark

Advance shall be applied to repay its Base Rate Advance instead.

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In the event that the Borrower shall elect that the provisions of this Section shall apply to any

Lender, the Borrower shall remain liable for, and shall pay to such Lender as provided herein, all

amounts due such Lender under Section 8.03 in respect of the period preceding the date of

conversion of such Lender’s portion of any Advance resulting from the Borrower’s election.

SECTION 8.05.

Compensation. Upon the request of any Lender, delivered to the

Borrower and the Administrative Agent, the Borrower shall pay to such Lender such amount or

amounts as shall compensate such Lender for any loss, cost or expense incurred by such Lender

as a result of:

(a)

any payment or prepayment (pursuant to Sections 2.10, 2.11, 6.01, 8.02 or

otherwise) of a Term Benchmark Advance on a date other than the last day of an Interest

Period for such Advance; or

(b)

any failure by the Borrower to prepay a Term Benchmark Advance on the

date for such prepayment specified in the relevant notice of prepayment hereunder; or

(c)

any failure by the Borrower to borrow a Term Benchmark Advance on the

date for the Borrowing of which such Term Benchmark Advance is a part specified on the

Omnibus Amendment Effective Date;

such compensation to include, without limitation, an amount equal to the excess, if any, of (x) the

amount of interest which would have accrued on the amount so paid or prepaid or not prepaid or

borrowed for the period from the date of such payment, prepayment or failure to prepay or borrow

to the last day of the then current Interest Period for such Term Benchmark Advance (or, in the

case of a failure to prepay or borrow, the Interest Period for such Term Benchmark Advance which

would have commenced on the date of such failure to prepay or borrow) at the applicable rate of

interest for such Term Benchmark Advance provided for herein over (y) the amount of interest (as

reasonably determined by such Lender) such Lender would have paid on deposits in Dollars of

comparable amounts having terms comparable to such period placed with it by leading lenders in

the market for the Term Benchmark Rate (if such Advance is a Term Benchmark Advance).

ARTICLE IX

MISCELLANEOUS

SECTION 9.01.

Notices Generally.

(a)

Except in the case of notices and other communications expressly permitted

to be given by telephone (and except as provided in paragraph (b) below), all notices and

other communications provided for herein shall be in writing and shall be delivered by

hand or overnight courier service, mailed by certified or registered mail or sent by facsimile

as follows:

(i) if to the Borrower or any other Loan Party, to it at 1300 Post Oak

Boulevard, Floor, Houston, TX 77056, Attention of Ryan Nelson (Email:

rnelson@mainstcapital.com; Telephone No. (713) 350-6019;

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(ii)

if to the Administrative Agent or to Truist in its capacity as a

Swingline Lender, to it at:

Truist Bank

3333 Peachtree Road, 8th Floor

Atlanta, Georgia 30326

Attention: Hays Wood

Telecopy Number: (404) 836-5879

with a copy to:

Truist Bank

Agency Services

303 Peachtree Street, N. E./ 25th Floor

Atlanta, Georgia 30308

Attention: Wanda Gregory

Telecopy Number: (404) 658-4906;

(iii)

if to theTruist in its capacity as an Issuing Bank, to it at:

Truist Bank

303 Peachtree Street, N. E./ 25th Floor

Atlanta, Georgia 30308

Attention: Wanda Gregory

Telecopy Number: (404) 658-4906

(iv)

if to a Lender or to an Issuing Bank or a Swingline Lender other than

Truist, to it at its address (or facsimile number) set forth in its Administrative

Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail,

shall be deemed to have been given when received; notices sent by facsimile shall be

deemed to have been given when sent (except that, if not given during normal business

hours for the recipient, shall be deemed to have been given at the opening of business on

the next business day for the recipient).

Notices delivered through electronic

communications to the extent provided in paragraph (b) below, shall be effective as

provided in said paragraph (b).

(b)

Electronic Communications.Notices and other communications to the

Lenders and the Issuing BankBanks hereunder may be delivered or furnished by electronic

communication (including e-mail and Internet or intranet websites) pursuant to procedures

approved by the Administrative Agent, provided that the foregoing shall not apply to

notices to any Lender or the Issuing Bank pursuant to Article II if such Lender or thesuch

Issuing Bank has notified the Administrative Agent that it is incapable of receiving notices

under such Article by electronic communication.

The Administrative Agent or the

Borrower may, in its discretion, agree to accept notices and other communications to it

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hereunder by electronic communications pursuant to procedures approved by it, provided

that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other

communications sent to an e-mail address shall be deemed received upon the sender’s

receipt of an acknowledgement from the intended recipient (such as by the “return receipt

requested” function, as available, return e-mail or other written acknowledgement),

provided that if such notice or other communication is not sent during the normal business

hours of the recipient, such notice or communication shall be deemed to have been sent at

the opening of business on the next business day for the recipient, and (ii) notices or

communications posted to an Internet or intranet website shall be deemed received upon

the deemed receipt by the intended recipient at its e-mail address as described in the

foregoing clause (i) of notification that such notice or communication is available and

identifying the website address therefor.

(c)

Change of Address, Etc.Any party hereto may change its address or

facsimile number for notices and other communications hereunder by notice to the other

parties hereto.

(d)

Platform.

(i)

Each Loan Party agrees that the Administrative Agent may, but shall

not be obligated to, make the Communications (as defined below) available to the

Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or

a substantially similar electronic transmission system (the “Platform”).

(ii) The Platform is provided “as is” and “as available.” The Agent

Parties (as defined below) do not warrant the adequacy of the Platform and

expressly disclaim liability for errors or omissions in the Communications. No

warranty of any kind, express, implied or statutory, including, without limitation,

any warranty of merchantability, fitness for a particular purpose, non-infringement

of third-party rights or freedom from viruses or other code defects, is made by any

Agent Party in connection with the Communications or the Platform. In no event

shall the Administrative Agent or any of its Related Parties (collectively, the “Agent

Parties”) have any liability to the Borrower or the other Loan Parties, any Lender

or any other Person or entity for damages of any kind, including, without limitation,

direct or indirect, special, incidental or consequential damages, losses or expenses

(whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan

Party’s or the Administrative Agent’s transmission of communications through the

Platform.

“Communications”means,collectively,anynotice,demand,

communication, information, document or other material that any Loan Party

provides to the Administrative Agent pursuant to any Loan Document or the

transactions contemplated therein which is distributed to the Administrative Agent

or any Lender by means of electronic communications pursuant to this Section,

including through the Platform.

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SECTION 9.02.

No Waivers.No failure or delay by the Administrative Agent,

theany Issuing Bank or any Lender in exercising any right, power or privilege hereunder or under

any Note or other Loan Document shall operate as a waiver thereof nor shall any single or partial

exercise thereof preclude any other or further exercise thereof or the exercise of any other right,

power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive

of any rights or remedies provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document,

the authority to enforce rights and remedies hereunder and under the other Loan Documents against

the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at

law in connection with such enforcement shall be instituted and maintained exclusively by, the

Administrative Agent in accordance with Article VI for the benefit of the Issuing BankBanks and

all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative

Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in

its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) theany

Issuing Bank or any Lender from exercising setoff rights in accordance with Section 9.04, or (c)

theany Issuing Bank or any Lender from filing proofs of claim or appearing and filing pleadings

on its own behalf during the pendency of a proceeding relative to any Loan Party under the

Bankruptcy Code or any other applicable Debtor Relief Law.

SECTION 9.03.

Expenses; Indemnity; Damage Waiver.

(a)

Costs and Expenses. The Loan Parties shall, jointly and severally, pay (i) all

reasonable and documented out-of-pocket expenses incurred by the Administrative Agent

and its Affiliates (with respect to legal expenses, limited to the reasonable and documented

out-of-pocket fees, charges and disbursements of one outside counsel for the

Administrative Agent), in connection with the syndication of the credit facilities provided

for herein, the preparation, negotiation, execution, delivery and administration of this

Agreement and the other Loan Documents or any amendments, modifications or waivers

of the provisions hereof or thereof (whether or not the transactions contemplated hereby or

thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket

expenses incurred by the Administrative Agent, theany Issuing Bank or any Lender (with

respect to legal expenses, limited to the reasonable and documented out-of-pocket fees,

charges and disbursements of one outside counsel for the Administrative Agent, the Issuing

Bank and the Swingline Lender as well as one outside counsel for the Lenders and the

Issuing Banks and additional counsel should any conflict of interest arise, in connection

with the enforcement or protection of its rights (A) in connection with this Agreement and

the other Loan Documents, including its rights under this Section, or (B) in connection

with the Advances or Letters of Credit made hereunder, including all such documented

out-of-pocket expenses incurred during any workout, restructuring or negotiations in

respect of such Advances or Letters of Credit.

(b)

Indemnification by the Loan Parties. The Loan Parties shall, jointly and

severally, indemnify the Administrative Agent (and any sub-agent thereof), theeach Issuing

Bank and each Lender and each Related Party of any of the foregoing Persons (each such

Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from,

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any and all losses, claims, penalties, damages, liabilities and related expenses (in the case

of legal expenses, limited to the reasonable and documented out-of-pocket fees, charges

and disbursements of one outside counsel for all Indemnitees taken as a whole (and, if

reasonably necessary, of one local counsel in any relevant jurisdiction for all Indemnitees)

unless, in the reasonable opinion of an Indemnitee, representation of all Indemnitees by

such counsel would be inappropriate due to the existence of an actual or potential conflict

of interest), incurred by any Indemnitee or asserted against any Indemnitee by any third

party or by the Borrower or any other Loan Party arising out of, in connection with, or as

a result of (i) the execution or delivery of this Agreement, any other Loan Document or

any agreement or instrument contemplated hereby or thereby, the performance by the

parties hereto of their respective obligations hereunder or thereunder or the consummation

of the transactions contemplated hereby or thereby, (ii) any Advance or Letter of Credit or

the use or proposed use of the proceeds therefrom (including any refusal by thean Issuing

Bank to honor a demand for payment under a Letter of Credit if the documents presented

in connection with such demand do not strictly comply with the terms of such Letter of

Credit), (iii) any actual or alleged presence or Environmental Releases on or from any

property owned or operated by the Borrower or any of its Subsidiaries, or any

Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or

(iv) any actual or prospective claim, litigation, investigation or proceeding relating to any

of the foregoing, whether based on contract, tort or any other theory, whether brought by a

third party or by the Borrower or any other Loan Party, and regardless of whether any

Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee,

be available to the extent that such losses, claims, damages, liabilities or related expenses

(w) are determined by a court of competent jurisdiction by final and nonappealable

judgment to have resulted from the gross negligence or willful misconduct of such

Indemnitee or its Related Parties, (x) result from a claim brought by the Borrower or any

other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s

obligations hereunder or under any other Loan Document, if the Borrower or such Loan

Party has obtained a final and nonappealable judgment in its favor on such claim as

determined by a court of competent jurisdiction, (y) result from the settlement of any such

claim, investigation, litigation or other proceedings described in clause (iv) above unless

the Borrower has consented to such settlement (which consent shall not be unreasonably

withheld or delayed (provided that nothing in this clause (y) shall restrict the right of any

person to settle any claim for which it has waived its right of indemnity by the Borrower)

or (z) result from disputes solely among Indemnitees and not involving any act or omission

of an Obligor or any of Affiliate thereof (other than any dispute against the Administrative

Agent in its capacity as such).

(c)

Reimbursement by Lenders. To the extent that a Loan Party for any reason

fails to pay any amount required under paragraph (a) or (b) of this Section to be paid by it

to the Administrative Agent (or any sub-agent thereof) or thean Issuing Bank, or any

Related Party of any of the foregoing, each Lender severally agrees to pay to the

Administrative Agent (or any such sub-agent) or such Related Party, as the case may be,

such Lender’s Applicable Percentage (determined as of the time that the applicable

unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided

that the unreimbursed expense or indemnified loss, claim, damage, liability or related

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expense, as the case may be, was incurred by or asserted against the Administrative Agent

(or any such sub-agent) or thesuch Issuing Bank in its capacity as such, or against any

Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-

agent) or thesuch Issuing Bank in connection with such capacity. The obligations of the

Lenders under this paragraph (c) are subject to the provisions of Sections 9.10 and 9.11.

(d)

Waiver of Consequential Damages, Etc. To the fullest extent permitted by

applicable law, no party hereto shall assert, and each party hereby waives, any claim against

any other party, on any theory of liability, for special, indirect, consequential or punitive

damages (as opposed to direct or actual damages) arising out of, in connection with, or as

a result of, this Agreement, any other Loan Document or any agreement or instrument

contemplated hereby, the transactions contemplated hereby or thereby, any Advance or

Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in paragraph

(b) above shall be liable for any damages arising from the use by unintended recipients of

any information or other materials distributed by it through telecommunications, electronic

or other information transmission systems in connection with this Agreement or the other

Loan Documents or the transactions contemplated hereby or thereby, except to the extent

caused by the gross negligence or willful misconduct of such Indemnitee or its Related

Parties as determined by a court of competent jurisdiction by final and nonappealable

judgment.

(e)

Payments. All amounts due under this Section shall be payable promptly

after written demand therefor.

(f)

Survival.Each party’s obligations under this Section shall survive the

termination of the Loan Documents and payment of the obligations hereunder.

SECTION 9.04.

of Lenders.

Setoffs; Sharing of Set-Offs; Application of Payments; Replacement

(a)

If an Event of Default shall have occurred and be continuing, theeach

Issuing Bank and each Lender and each of their respective Affiliates is hereby authorized

at any time and from time to time, to the fullest extent permitted by applicable law, to set

off and apply any and all deposits (general or special, time or demand, provisional or final,

in whatever currency) at any time held and other obligations (in whatever currency) at any

time owing by thesuch Issuing Bank or such Lender or any such Affiliate to or for the credit

or the account of the Borrower or any other Loan Party against any and all of the obligations

of the Borrower or such Loan Party now or hereafter existing under this Agreement or any

other Loan Document to such Lender or thesuch Issuing Bank, irrespective of whether or

not such Lender or thesuch Issuing Bank shall have made any demand under this

Agreement or any other Loan Document and although such obligations of the Borrower or

such Loan Party may be contingent or unmatured or are owed to a branch or office of such

Lender or thesuch Issuing Bank different from the branch or office holding such deposit or

obligated on such indebtedness; provided that in the event that any Defaulting Lender shall

exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately

to the Administrative Agent for further application in accordance with the provisions of

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Section 9.08 and, pending such payment, shall be segregated by such Defaulting Lender

from its other funds and deemed held in trust for the benefit of the Administrative Agent,

the Issuing BankBanks and the Lenders, and (y) the Defaulting Lender shall provide

promptly to the Administrative Agent a statement describing in reasonable detail the

Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

The rights of each of the Issuing BankBanks and each of the Lenders and their respective

Affiliates under this Section are in addition to other rights and remedies (including other

rights of setoff) that thesuch Issuing Bank or such Lender or their respective Affiliates may

have. TheEach Issuing Bank and each Lender agrees to notify the Borrower and the

Administrative Agent promptly after any such setoff and application, provided that the

failure to give such notice shall not affect the validity of such setoff and application.

(b)

If any Lender shall, by exercising any right of setoff or counterclaim or

otherwise, obtain payment in respect of any principal of or interest on any of its Advances

or other Obligations (excluding any Obligations arising under or related to Cash

Management Services, Bank Products and Hedging Agreements) hereunder or under any

other Loan Document resulting in such Lender’s receiving payment of a proportion of the

aggregate amount of its Advances and accrued interest thereon or other such Obligations

(excluding any Obligations arising under or related to Cash Management Services, Bank

Products and Hedging Agreements) greater than its pro rata share thereof as provided

herein, then the Lender receiving such greater proportion shall (a) notify the Administrative

Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances

and such other Obligations (excluding any Obligations arising under or related to Cash

Management Services, Bank Products and Hedging Agreements) of the other Lenders, or

make such other adjustments as shall be equitable, so that the benefit of all such payments

shall be shared by the Lenders ratably in accordance with the aggregate amount of principal

of and accrued interest on their respective Advances and other amounts owing them,

provided that:

(i)

if any such participations are purchased and all or any portion of the

payment giving rise thereto is recovered, such participations shall be rescinded and

the purchase price restored to the extent of such recovery, without interest; and

(ii)

the provisions of this paragraph shall not be construed to apply to

(x) any payment made by a Loan Party pursuant to and in accordance with the

express terms of this Agreement (including the application of funds arising from

the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as

consideration for the assignment of or sale of a participation in any of its Advances

to any assignee or participant, other than to the Borrower or any Subsidiary thereof

(as to which the provisions of this paragraph shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do

so under applicable law, that any Lender acquiring a participation pursuant to the foregoing

arrangements may exercise against each Loan Party rights of setoff and counterclaim with

respect to such participation as fully as if such Lender were a direct creditor of each Loan

Party in the amount of such participation.

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(c)

If any Lender is a Defaulting Lender or a Non-Consenting Lender, then the

Borrower may, at its sole expense and effort, upon notice to such Lender and the

Administrative Agent, (i) require such Lender to assign and delegate, without recourse (in

accordance with and subject to the restrictions contained in, and consents required by,

Section 9.07), all of its interests, rights (other than its existing rights to payments pursuant

to Section 8.03 or Section 2.12(e)) and obligations under this Agreement and the related

Loan Documents to an Eligible Assignee that shall assume such obligations (which

assignee may be another Lender, if a Lender accepts such assignment) or (ii) remove such

Person as a Lender and reduce the Revolver Commitments by the amount of such Lender’s

Revolver Commitment; provided that:

(i)

in the case of an assignment, the Borrower shall have paid to the

Administrative Agent the assignment fee (if any) specified in Section 9.07;

(ii)

such Lender shall have received payment of an amount equal to the

outstanding principal of its Advances, accrued interest thereon, accrued fees and all

other amounts payable to it hereunder and under the other Loan Documents

(including any amounts under Section 8.05) (A) in the case of an assignment, from

the assignee (to the extent of such outstanding principal and accrued interest and

fees) or the Borrower (in the case of all other amounts) and (B) in the case of the

removal of a Lender, from the Borrower;

(iii)

such assignment or removal does not conflict with applicable law;

(iv)

in the case of any assignment resulting from a Lender becoming a

Non-Consenting Lender, the applicable assignee shall have consented to the

applicable amendment, waiver or consent; and

(v)

in the case of the removal of a Lender and the reduction of the

Revolver Commitments, (A) the amount of such reduction of the Revolver

Commitments shall constitute availability for a future Commitment Increase under

and subject to Section 2.14 (for the avoidance of doubt, in no event shall the

aggregate Revolver Commitments exceed the Maximum Revolver Commitment);

(B) no such reduction shall be in an amount greater than the Total Unused Revolver

Commitments on the date of such termination or reduction; and (C) no such

reduction pursuant to this Section 9.04(c) shall result in the aggregate Revolver

Commitments of all of the Lenders being reduced to an amount less than

$30,000,000, unless the Revolver Commitments are terminated in their entirety

pursuant to Section 2.08, in which case all accrued fees (as provided under Section

2.07) shall be payable on the effective date of such termination.

A Lender shall not be required to make any such assignment or delegation, or shall not be removed

as a Lender, if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances

entitling the Borrower to require such assignment and delegation or removal cease to apply.

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SECTION 9.05.

Amendments and Waivers.

(a)

Any provision of this Agreement, the Notes or any other Loan Documents

may be amended or waived if, but only if, such amendment or waiver is in writing and is

signed by the Borrower and the Required Lenders (and, if the rights or duties of the

Administrative Agent, the Swingline LenderLenders or the Issuing BankBanks are affected

thereby, by the Administrative Agent, the Swingline LenderLenders or the Issuing

BankBanks, as applicable); provided that no such amendment or waiver shall, unless

signed by all the Lenders or as otherwise noted below, (i) increase the Revolver

Commitment of any Lender or subject any Lender to any additional obligation (it being

understood and agreed that a waiver of any condition precedent set forth in Section 3.02 or

of any Default or Event of Default is not considered an increase in Revolver Commitments

of any Lender or any Lender’s obligation to fund) without the consent of such Lender, (ii)

defer the date fixed for any payment of principal (including any extension of the applicable

Commitment Termination Date or the applicable Final Maturity Date but excluding

mandatory prepayments) or interest on any Advance or any fees hereunder without the

consent of each Lender directly and adversely affected thereby (for the avoidance of doubt,

only the consent of Lender(s) affected hereby shall be required for any extension of the

applicable Commitment Termination Date or the applicable Final Maturity Date pursuant

to this subclause (ii)); provided, however, that only the consent of the Required Lenders

shall be necessary to amend the definition of “Default Rate” or to waive any obligation of

the Borrower to pay interest at the Default Rate, (iii) reduce the amount of principal or

decrease the amount of interest on any Advance, or decrease the amount of fees due on any

date fixed for the payment thereof; provided, however, that (A) only the consent of the

Required Lenders shall be necessary to (1) amend the definition of “Default Rate” or to

waive any obligation of the Borrower to pay interest at the Default Rate or (2) amend any

financial covenant or test hereunder (or any defined term used therein) even if the effect of

such amendment would be to reduce the rate of interest on any Advance or to reduce any

fee payable hereunder and (B) the Administrative Agent shall have the authority to

establish a Benchmark Replacement as set forth in Section 8.01(b), (iv) change the

application of any payments made under this Agreement or the other Loan Documents or

reduce any Revolving Commitment (except in accordance with Section 2.08(b)) in a

manner that would alter any pro rata sharing requirements, (v) except as expressly set forth

herein (including pursuant to Section 7.12), release or subordinate all or substantially all

of the Collateral held as security for the Obligations, (vi) change or modify the definition

of “Required Lenders,” this Section 9.05, or any other provision hereof specifying the

number or percentage of Lenders required to amend, waive or otherwise modify any rights

hereunder or make any determination or grant any consent hereunder without the written

consent of each Lender directly affected thereby, (vii) change the definition of the term

“Borrowing Base” or “Eligible Investment” or any component the definition thereof if as

a result thereof the amounts available to be borrowed by the Borrower would be increased

without the consent of each Lender, (viii) except as expressly set forth herein (including

pursuant to Section 7.12), release any guaranty given to support payment of the Guaranteed

Obligations, or (ix) contractually subordinate the payment priority of the Obligations or

contractually subordinate the Liens granted to the Administrative Agent in the Collateral,

without the written consent of each Lender. Notwithstanding anything to the contrary

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herein, no Defaulting Lender shall have any right to approve or disapprove any amendment,

waiver, or consent hereunder (and any amendment, waiver, or consent which by its terms

requires the consent of all Lenders may be effected with the consent of all Lenders other

than Defaulting Lenders) provided that, without in any way limiting Section 9.08, any such

amendment, waiver, or consent that would increase or extend the term of the Revolver

Commitment or Revolver Advances of such Defaulting Lender, extend the date fixed for

the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the

principal amount of any obligation owing to such Defaulting Lender, reduce the amount of

or the rate or amount of interest on any amount owing to such Defaulting Lender or of any

fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will

require the consent of such Defaulting Lender. Notwithstanding the foregoing, (1) the

Hedging Agreements, any letter agreement with the Administrative Agent, any other letter

agreement with a Lender and the agreements evidencing the Bank Products and Cash

Management Services may be amended, or rights or privileges thereunder waived, in a

writing executed only by the parties thereto and (2) any Commitment Increase meeting the

conditions set forth in Section 2.14 shall not require the consent of any Lender other than

those Lenders, if any, which have agreed to increase their Revolver Commitment in

connection with the proposed Commitment Increase. Anything in this Agreement to the

contrary notwithstanding, this Agreement may be amended by the Borrower with the

consent of the Administrative Agent and any Non-Extending Lender (but without the

consent of the Required Lenders) for the sole purpose of extending the Revolving

Commitments of such Non-Extending Lender so that such Non-Extending Lender becomes

an Extending Lender hereunder.

(b)

Notwithstanding anything in clause (a), (i) unless also signed by the

Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of

the Administrative Agent under this Agreement or any other Loan Document, and (ii) any

letter agreement with the Administrative Agent may be amended, or rights or privileges

thereunder waived, only by means of a written agreement executed by all of the parties

thereto. Additionally, notwithstanding anything to the contrary herein, each Lender is

entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects

the Advances, and each Lender acknowledges that the provisions of Section 1126(c) of the

Bankruptcy Code of the United States supersedes the unanimous consent provisions set

forth herein and the Required Lenders shall determine whether or not to allow a Loan Party

to use cash collateral in the context of a bankruptcy or insolvency proceeding and such

determination shall be binding on all of the Lenders.

(c)

Notwithstanding anything to the contrary, unless signed by the Swingline

LenderLenders or the Issuing BankBanks, as applicable, no amendment, waiver of consent

shall affect the rights or duties of the Swingline LenderLenders or the Issuing Bank,Banks,

as applicable, under this Agreement or any other Loan Document.

(d)

The Administrative Agent and the Borrower may, without the consent of

any Lender, enter into the amendments or modifications to this Agreement or any of the

other Loan Documents or enter into additional Loan Documents as the Administrative

Agent reasonably deems appropriate in order to implement any Benchmark Replacement

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or otherwise effectuate the terms of Section 8.01(b) in accordance with the terms of Section

8.01(b).

SECTION 9.06.

Margin Stock Collateral.Each of the Lenders represents to the

Administrative Agent and each of the other Lenders that it in good faith is not, directly or indirectly

(by negative pledge or otherwise), relying upon any Margin Stock as collateral in the extension or

maintenance of the credit provided for in this Agreement.

SECTION 9.07.

Successors and Assigns.

(a)

Successors and Assigns Generally. The provisions of this Agreement shall

be binding upon and inure to the benefit of the parties hereto and their respective successors

and assigns permitted hereby, except that neither the Borrower nor any other Loan Party

may assign or otherwise transfer any of its rights or obligations hereunder and no Lender

may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an

Eligible Assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by

way of participation in accordance with the provisions of paragraph (d) of this Section or

(iii) by way of pledge or assignment of a security interest subject to the restrictions of

paragraph (f) of this Section (and any other attempted assignment or transfer by any party

hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be

construed to confer upon any Person (other than the parties hereto, their respective

successors and assigns permitted hereby, Participants to the extent provided in

paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related

Parties of each of the Administrative Agent, the Issuing BankBanks and the Lenders) any

legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)

Assignments by Lenders. Any Lender may at any time assign to one or

more Eligible Assignees all or a portion of its rights and obligations under this Agreement

(including all or a portion of its Revolver Commitment and the Revolver Advances at the

time owing to it); provided that:

(i)

except in the case of an assignment of the entire remaining amount

of the assigning Lender’s Revolver Commitment and the Revolver Advances at the

time owing to it or in the case of an assignment to a Lender or an Affiliate of a

Lender or an Approved Fund with respect to a Lender, the aggregate amount of the

Revolver Commitment (which for this purpose includes Revolver Advances

outstanding thereunder) or, if the applicable Revolver Commitment is not then in

effect, the principal outstanding balance of the Revolver Advances of the assigning

Lender subject to each such assignment (determined as of the date the Assignment

and Assumption with respect to such assignment is delivered to the Administrative

Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the

Trade Date) shall not be less than $10,000,000, unless each of the Administrative

Agent and, so long as no Event of Default has occurred and is continuing, the

Borrower otherwise consents (each such consent not to be unreasonably withheld

or delayed);

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(ii)

each partial assignment shall be made as an assignment of a

proportionate part of all the assigning Lender’s rights and obligations under this

Agreement with respect to the Revolver Advances or the Revolver Commitment

assigned;

(iii)

no assignment shall be made to any Defaulting Lender or its

Subsidiaries or Affiliates, or any Person who, upon becoming a Lender hereunder,

would constitute any of the foregoing Persons described in this clause (iii);

(iv)

the consent of the Borrower (such consent not to be unreasonably

withheld or delayed) shall be required unless (x) an Event of Default has occurred

and is continuing at the time of such assignment, or (y) such assignment is to a

Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower

shall be deemed to have consented to any such assignment unless it shall object

thereto by written notice to the Administrative Agent within 10 Business Days after

having received notice thereof;

(v)

any assignment of a Revolver Commitment must be approved by the

Administrative Agent, the Swingline Lenders and the Issuing BankBanks (such

approval not to be unreasonably withheld or delayed) unless the Person that is the

proposed assignee is itself a Lender with a Revolver Commitment (whether or not

the proposed assignee would otherwise qualify as an Eligible Assignee);

(vi)

the parties to each assignment shall execute and deliver to the

Administrative Agent an Assignment and Assumption, together with a processing

and recordation fee of $3,500, for which the Borrower and Guarantors shall not be

obligated, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the

Administrative Agent an Administrative Questionnaire; and

(vii)

In connection with any assignment of rights and obligations of any

Defaulting Lender hereunder, no such assignment shall be effective unless and

until, in addition to the other conditions thereto set forth herein, the parties to the

assignment shall make such additional payments to the Administrative Agent in an

aggregate amount sufficient, upon distribution thereof as appropriate (which may

be outright payment, purchases by the assignee of participations or

subparticipations, or other compensating actions, including funding, with the

consent of the Borrower and the Administrative Agent, the applicable pro rata share

of Advances previously requested but not funded by the Defaulting Lender, to each

of which the applicable assignee and assignor hereby irrevocably consent), to (x)

pay and satisfy in full all payment liabilities then owed by such Defaulting Lender

to the Administrative Agent, the Swingline LenderLenders, the Issuing BankBanks

and each other Lender hereunder (and interest accrued thereon), and (y) acquire

(and fund as appropriate) its full pro rata share of all Advances and participations

in Swing Advances and LC Exposure in accordance with its Applicable Percentage.

Notwithstanding the foregoing, in the event that any assignment of rights and

obligations of any Defaulting Lender hereunder shall become effective under

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applicable law without compliance with the provisions of this paragraph, then the

assignee of such interest shall be deemed to be a Defaulting Lender for all purposes

of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to

paragraph (c) of this Section, from and after the effective date specified in each Assignment

and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and,

to the extent of the interest assigned by such Assignment and Assumption, have the rights

and obligations of a Lender under this Agreement, and the assigning Lender thereunder

shall, to the extent of the interest assigned by such Assignment and Assumption, be

released from its obligations under this Agreement (and, in the case of an Assignment and

Assumption covering all of the assigning Lender’s rights and obligations under this

Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled

to the benefits of Sections 8.03 and 9.03 with respect to facts and circumstances occurring

prior to the effective date of such assignment; provided, that except to the extent otherwise

expressly agreed by the affected parties, no assignment by a Defaulting Lender will

constitute a waiver or release of any claim of any party hereunder arising from that

Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of

rights or obligations under this Agreement that does not comply with this paragraph shall

be treated for purposes of this Agreement as a sale by such Lender of a participation in

such rights and obligations in accordance with paragraph (d) of this Section.

(c)

agent of the Borrower, shall maintain at one of its offices in Charlotte, North Carolina a

copy of each Assignment and Assumption delivered to it and a register for the recordation

of the names and addresses of the Lenders, and the Revolver Commitments of, and

principal amounts of the Revolver Advances owing to, each Lender pursuant to the terms

hereof from time to time (the “Register”). In addition, the Administrative Agent shall

maintain on the Register the designation, and the revocation of designation, of any Lender

as a Defaulting Lender of which it has received notice. The entries in the Register shall be

conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing

BankBanks and the Lenders may treat each Person whose name is recorded in the Register

pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,

notwithstanding notice to the contrary. The Register shall be available for inspection by

the Borrower, theany Issuing Bank and any Lender, at any reasonable time and from time

to time upon reasonable prior notice.

(d)

Participations. Any Lender may at any time, without the consent of, or

notice to, the Borrower or the Administrative Agent, sell participations to any Person (other

than a natural person (or a holding company, investment vehicle or trust for, or owned and

operated for the primary benefit of, a natural person) or the Borrower or any of the

Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such

Lender’s rights and/or obligations under this Agreement (including all or a portion of its

Revolver Commitment and/or the Revolver Advances owing to it); provided that (i) such

Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall

remain solely responsible to the other parties hereto for the performance of such obligations

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and (iii) the Borrower, the Administrative Agent, the Issuing BankBanks and the Lenders

shall continue to deal solely and directly with such Lender in connection with such

Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each

Lender shall be responsible for the indemnity under Section 9.03(c) with respect to any

payments made by such Lender to its Participant(s).

Any agreement or instrument pursuant to which a Lender sells such a participation shall

provide that such Lender shall retain the sole right to enforce this Agreement and any other

Loan Document and to approve any amendment, modification or waiver of any provision

of this Agreement and any other Loan Document; provided that such agreement or

instrument may provide that such Lender will not, without the consent of the Participant,

agree to any amendment, modification or waiver described in Section 9.05(a)(i) through

(x) (inclusive) that directly affects such Participant. Subject to paragraph (e) of this

Section, the Borrower agrees that each Participant shall be entitled to the benefits of

Sections 8.01 through 8.05 inclusive and 2.12(e) (subject to the requirements and

limitations therein, including the requirements under Section 2.12(e)(v) (it being

understood that the documentation required under Section 2.12(e)(v) shall be delivered to

the participating Lender)) to the same extent as if it were a Lender and had acquired its

interest by assignment pursuant to paragraph (b) of this Section; provided that such

Participant (A) agrees to be subject to the provisions of Section 9.04(c) as if it were an

assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any

greater payment under Sections 8.03 or 2.12(e), with respect to any participation, than its

participating Lender would have been entitled to receive, except to the extent such

entitlement to receive a greater payment results from a Change in Law that occurs after the

Participant acquired the applicable participation; provided, further, that no Participant shall

be entitled to the benefits of Section 2.12(e) unless the Borrower is notified of the

participation granted to such Participant and such Participant shall have complied with the

requirements of Section 2.12(e) as if such Participant is a Lender. Each Lender that sells

a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to

cooperate with the Borrower to effectuate the provisions of Section 9.04(c) with respect to

any Participant. To the extent permitted by law, each Participant also shall be entitled to

the benefits of Section 9.04 as though it were a Lender, provided such Participant agrees

to be subject to Section 9.04 as though it were a Lender.

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary

agent of the Borrower, maintain a register on which it enters the name and address of each

Participant and the principal amounts (and stated interest) of each Participant’s interest in

the Advances or other obligations under the Loan Documents (the “Participant Register”);

provided that no Lender shall have any obligation to disclose all or any portion of the

Participant Register (including the identity of any Participant or any information relating

to a Participant’s interest in any commitments, loans, letters of credit or its other obligations

under any Loan Document) to any Person except to the extent that such disclosure is

necessary to establish that such commitment, loan, letter of credit or other obligation is in

registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The

entries in the Participant Register shall be conclusive absent manifest error, and such

Lender shall treat each Person whose name is recorded in the Participant Register as the

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owner of such participation for all purposes of this Agreement notwithstanding any notice

to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as

Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)

Limitations upon Participant Rights. A Participant shall not be entitled to

receive any greater payment under Section 8.03 than the applicable Lender would have

been entitled to receive with respect to the participation sold to such Participant, unless the

sale of the participation to such Participant is made with the Borrower’s prior written

consent. A Participant that would be a Foreign Lender if it were a Lender shall not be

entitled to the benefits of Section 2.12 unless the Borrower is notified of the participation

sold to such Participant and such Participant agrees, for the benefit of the Borrower, to

comply with Section 2.12 as though it were a Lender and in the case of a Participant

claiming exemption for portfolio interest under Section 871(h) or 881(c) of the Code, the

applicable Lender shall provide the Borrower with satisfactory evidence that the

participation is in registered form and shall permit the Borrower to review such register as

reasonably needed for the Borrower to comply with its obligations under applicable laws

and regulations.

(f)

Certain Pledges. Any Lender may at any time pledge or assign a security

interest in all or any portion of its rights under this Agreement to secure obligations of such

Lender, including any pledge or assignment to secure obligations to a Federal Reserve

Bank; provided that no such pledge or assignment shall release such Lender from any of

its obligations hereunder or substitute any such pledgee or assignee for such Lender as a

party hereto.

SECTION 9.08.

Defaulting Lenders.Notwithstanding anything contained in this

Agreement, if any Lender becomes a Defaulting Lender, then, to the extent permitted by

Applicable Laws:

(a)

during any Default Period with respect to such Defaulting Lender, such

Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with

respect to this Agreement shall be restricted as set forth in Section 9.05(a);

(b)

until such time as the Default Excess with respect to such Defaulting Lender

shall have been reduced to zero:

except as otherwise provided in this Section 9.08, any payment of principal,

interest, fees, or other amounts received by the Administrative Agent for the

account of such Defaulting Lender (whether voluntary or mandatory, at maturity,

pursuant to Article VI or otherwise, and including any amounts made available to

the Administrative Agent by such Defaulting Lender pursuant to Section 9.08),

shall be deemed paid to and redirected by such Defaulting Lender to be applied at

such time or times as may be determined by the Administrative Agent as follows:

first, to the payment of any amounts owing by such Defaulting Lender to the

Administrative Agent hereunder; second, to the payment on a pro rata basis of any

amounts owing by such Defaulting Lender to the Issuing BankBanks or Swingline

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LenderLenders hereunder; third, to Cash Collateralize Issuing Bank’sBanks’

Fronting Exposure with respect to such Defaulting Lender in the manner described

in Section 2.05(a); fourth, as the Borrower may request, so long as no Default exists

and is continuing, to the funding of any Revolver Advance in respect of which such

Defaulting Lender has failed to fund its portion thereof as required by this

Agreement, as determined by the Administrative Agent; fifth, if so determined by

the Administrative Agent and the Borrower, to be held in a non-interest bearing

deposit account and released in order to (x) satisfy obligations of that Defaulting

Lender to fund Revolver Advances under this Agreement and (y) Cash Collateralize

Issuing Bank’sBanks’ future Fronting Exposure with respect to such Defaulting

Lender with respect to future Letters of Credit issued under this Agreement, in the

manner described in Section 2.05(a); sixth, to the payment of any amounts owing

to the Lenders, the Issuing BankBanks or the Swingline LenderLenders as a result

of any judgment of a court of competent jurisdiction obtained by any Lender, the

Issuing Bank or the Swingline Lender against that Defaulting Lender as a result of

that Defaulting Lender’s breach of its obligations under this Agreement; seventh,

so long as no Default exists and is continuing, to the payment of any amounts owing

to the Borrower as a result of any judgment of a court of competent jurisdiction

obtained by the Borrower against such Defaulting Lender as a result of such

Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to

that Defaulting Lender or as otherwise directed by a court of competent jurisdiction;

provided that if (x) such payment is a payment of the principal amount of any

Revolver Advance in respect of which that Defaulting Lender has not fully funded

its appropriate share and (y) such Revolver Advance was made at a time when the

conditions set forth in Section 3.02 were satisfied or waived, such payment shall be

applied solely to pay the Revolver Advance of all non-Defaulting Lenders on a pro

rata basis prior to being applied to the payment of any Revolver Advance of that

Defaulting Lender;

(c)

until such time as all Defaulted Payments with respect to such Defaulting

Lender shall have been paid, the Administrative Agent may (in its discretion) apply any

amounts thereafter received by the Administrative Agent for the account of such Defaulting

Lender to satisfy such Defaulting Lender’s obligations to make such Defaulted Payments

until such Defaulted Payments have been fully paid;

(d)

no assignments otherwise permitted by Section 9.07 shall be made to a

Defaulting Lender or any of its Subsidiaries or Affiliates that are Distressed Persons;

(e)

all or any part of such Defaulting Lender’s participation in Swing Advances

and Letters of Credit shall be reallocated among the Lenders which are not a Defaulting

Lender at such time (each, a “Non-Defaulting Lender”) in accordance with their respective

Applicable Percentages (calculated without regard to such Defaulting Lender’s

Commitment) but only to the extent that (x) the conditions set forth in Section 3.02 are

satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise

notified the Administrative Agent at such time, the Borrower shall be deemed to have

represented and warranted that such conditions are satisfied at such time), and (y) such

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reallocation does not cause the aggregate Revolving Credit Exposure of any Non-

Defaulting Lender to exceed such Non-Defaulting Lender’s Revolver Commitment.

Subject to Section 9.23, no reallocation hereunder shall constitute a waiver or release of

any claim of any party hereunder against a Defaulting Lender arising from that Lender

having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a

result of such Non-Defaulting Lender’s increased exposure following such reallocation;

(f)

if the reallocation described in subsection (e) above cannot, or can only

partially, be effected, the Borrower shall, without prejudice to any right or remedy available

to it hereunder or under law, (x) first, prepay Swing Advances in an amount equal to the

Swingline Lender’sLenders’ Fronting Exposure (which exposure shall be deemed equal to

the applicable Defaulting Lender’s Applicable Percentage of the total outstanding

Swingline Exposure (other than Fronting Exposure as to which such Defaulting Lender’s

participation obligation has been reallocated to other Lenders or Cash Collateralized in

accordance with the terms hereof)) and (y) second, Cash Collateralize the Issuing

Bank’sBanks’ Fronting Exposure in accordance with the procedures set forth in Section

9.08(h) or (z) make other arrangements reasonably satisfactory to the Administrative

Agent, theeach Issuing Bank and theeach Swingline Lender in their respective sole

discretion to protect them against the risk of non-payment by such Defaulting Lender; and

(g)

so long as any Lender is a Defaulting Lender, (i) theno Swingline Lender

shall not be required to fund any Swing Advances unless it is satisfied that it will have no

Fronting Exposure after giving effect to such Swing Advance and (ii) theno Issuing Bank

shall not be required to issue, extend, renew or increase any Letter of Credit unless it is

satisfied that the participations in any existing Letters of Credit as well as the new,

extended, renewed or increased Letter of Credit has been or will be fully allocated among

the Non-Defaulting Lenders in a manner consistent with clause (e) above and such

Defaulting Lender shall not participate therein except to the extent such Defaulting

Lender’s participation has been or will be fully Cash Collateralized in accordance with

Section 9.08(h).

(h)

At any time that there shall exist a Defaulting Lender, promptly following

the written request of Administrative Agent or an Issuing Bank (with a copy to Administrative

Agent) Borrower shall Cash Collateralize the Issuing Bank’sBanks’ Fronting Exposure with

respect to such Defaulting Lender (determined after giving effect to Section 9.08(e) and any Cash

Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral

Amount.

(i)

Borrower, and to the extent provided by any Defaulting Lender,

such Defaulting Lender, hereby grants to (and subjects to the control of) Administrative

Agent, for the benefit of Issuing BankBanks, and agrees to maintain, a first priority security

interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to

fund participations in respect of Letters of Credit, to be applied pursuant to clause (ii)

below. If at any time Administrative Agent determines that Cash Collateral is subject to

any right or claim of any Person other than Administrative Agent and the Issuing

BankBanks as herein provided, or that the total amount of such Cash Collateral is less than

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the Minimum Collateral Amount, Borrower will, promptly upon demand by

Administrative Agent, pay or provide to Administrative Agent additional Cash Collateral

in an amount sufficient to eliminate such deficiency (after giving effect to any Cash

Collateral provided by the Defaulting Lender). All Cash Collateral (other than credit

support not constituting funds subject to deposit) shall be maintained in blocked, non-

interest bearing deposit accounts at Truist. Borrower shall pay on demand therefor from

time to time all reasonable and customary account opening, activity and other

administrative fees and charges in connection with the maintenance and disbursement of

Cash Collateral.

(ii)

Notwithstanding anything to the contrary contained in this

Agreement, Cash Collateral provided under this Section 9.08 in respect of Letters of Credit

shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund

participations in respect of Letters of Credit (including, as to Cash Collateral provided by

a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral

was so provided, prior to any other application of such property as may otherwise be

provided for herein.

(iii)

Cash Collateral (or the appropriate portion thereof) provided to

reduce Issuing Bank’sBanks’ Fronting Exposure shall no longer be required to be

held as Cash Collateral pursuant to this Section 9.08 following (i) the elimination

or reduction of the applicable Fronting Exposure (including by the termination of

Defaulting Lender status of the applicable Lender or giving effect to Section

9.08(e)) or (ii) the determination by Administrative Agent and the Issuing

BankBanks that there exists excess Cash Collateral; provided that, subject to the

other provisions of this Section 9.08, the Person providing Cash Collateral and the

Issuing BankBanks may agree that Cash Collateral shall be held to support future

anticipated Fronting Exposure; provided, further, that to the extent that such Cash

Collateral was provided by Borrower, such Cash Collateral shall remain subject to

the security interest granted pursuant to the Loan Documents.

Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that

are applied (or held) as provided in the above Section 9.08(b) to pay amounts owed by a Defaulting

Lender shall be deemed paid to and redirected by that Defaulting Lender, and each Lender

irrevocably consents hereto.

SECTION 9.09.

Confidentiality.Each of the Administrative Agent, the Issuing

BankBanks and the Lenders agrees to maintain the confidentiality of the Information (as defined

below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’

respective Related Parties (it being understood that the Persons to whom such disclosure is made

will be informed of the confidential nature of such Information and instructed to keep such

Information confidential), (b) to the extent requested by any regulatory authority purporting to

have jurisdiction over it (including any self-regulatory authority, such as the National Association

of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by

any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the

exercise of any remedies hereunder or under any other Loan Document or any action or proceeding

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relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or

thereunder, (f) subject to an agreement containing provisions substantially the same as those of

this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant

in, any of its rights or obligations under this Agreement or (ii) any actual or prospective

counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its

obligations, (g) on a confidential basis to (i) any rating agency in connection with rating the

Borrower or its Subsidiaries or the Advances or (ii) the CUSIP Service Bureau or any similar

agency in connection with the issuance and monitoring of CUSIP numbers with respect to the

Advances, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes

publicly available other than as a result of a breach of this Section or (y) becomes available to the

Administrative Agent, theany Issuing Bank, any Lender or any of their respective Affiliates on a

nonconfidential basis from a source other than the Loan Parties or their Affiliates. In addition, the

Administrative Agent and the Lenders may disclose the existence of this Agreement and

information about this Agreement to market data collectors, similar service providers to the

lending industry and service providers to the Administrative Agent and the Lenders in connection

with the administration of this Agreement, the other Loan Documents, and the Revolver

Commitments.

For purposes of this Section, “Information” means all information received from the Loan

Parties or any of their Subsidiaries relating to the Loan Parties or any of their Subsidiaries or any

of their respective businesses, other than any such information that is available to the

Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Loan

Parties or any of their Subsidiaries. Any Person required to maintain the confidentiality of

Information as provided in this Section shall be considered to have complied with its obligation to

do so if such Person has exercised the same degree of care to maintain the confidentiality of such

Information as such Person would accord to its own confidential information.

SECTION 9.10.

Representation by Lenders. Each Lender hereby represents that it is

a commercial lender or financial institution which makes loans in the ordinary course of its

business and that it will make its Advances hereunder for its own account in the ordinary course

of such business; provided, however, that, subject to Section 9.07, the disposition of the Note or

Notes or Revolver Advances held by that Lender shall at all times be within its exclusive control.

SECTION 9.11.

Obligations Several. The obligations of each Lender hereunder are

several, and no Lender shall be responsible for the obligations or commitment of any other Lender

hereunder. Nothing contained in this Agreement and no action taken by the Lenders pursuant

hereto shall be deemed to constitute the Lenders to be a partnership, an association, a joint venture

or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a

separate and independent debt and each Lender shall be entitled to protect and enforce its rights

arising out of this Agreement or any other Loan Document and it shall not be necessary for any

other Lender to be joined as an additional party in any proceeding for such purpose.

SECTION 9.12.

Survival of Certain Obligations.Sections 8.03(a), 8.03(b), 8.05,

9.03 and 9.09, and the obligations of the Loan Parties thereunder, shall survive, and shall continue

to be enforceable notwithstanding, the termination of this Agreement, and the Revolver

Commitments and the payment in full of the principal of and interest on all Advances. Any Non-

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Extending Lender that has had all of its obligations under this Agreement and each other Loan

Document paid in full shall cease to be a Lender under this Agreement except with respect to any

provision that expressly survives the termination this Agreement.

SECTION 9.13.

Governing Law. This Agreement and each Loan Document shall be

construed in accordance with and governed by the law of the State of New York.

SECTION 9.14.

Severability. In case any one or more of the provisions contained in

this Agreement, the Notes or any of the other Loan Documents should be invalid, illegal or

unenforceable in any respect, the validity, legality and enforceability of the remaining provisions

contained herein and therein shall not in any way be affected or impaired thereby and shall be

enforced to the greatest extent permitted by law.

SECTION 9.15.

Interest. In no event shall the amount of interest due or payable

hereunder or under the Notes exceed the maximum rate of interest allowed by applicable law, and

in the event any such payment is inadvertently made to any Lender by the Borrower or

inadvertently received by any Lender, then such excess sum shall be credited as a payment of

principal, unless the Borrower shall notify such Lender in writing that it elects to have such excess

sum returned forthwith. It is the express intent hereof that the Borrower not pay and the Lenders

not receive, directly or indirectly in any manner whatsoever, interest in excess of that which may

legally be paid by the Borrower under applicable law.

SECTION 9.16.

Interpretation. No provision of this Agreement or any of the other

Loan Documents shall be construed against or interpreted to the disadvantage of any party hereto

by any court or other governmental or judicial authority by reason of such party having or being

deemed to have structured or dictated such provision.

SECTION 9.17.

Counterparts; Integration; Effectiveness; Electronic Execution.

(a)

Counterparts; Integration; Effectiveness. This Agreement may be executed

in counterparts (and by different parties hereto in different counterparts), each of which

shall constitute an original, but all of which when taken together shall constitute a single

contract.

This Agreement and the other Loan Documents, and any separate letter

agreements with respect to fees payable to the Administrative Agent, constitute the entire

contract among the parties relating to the subject matter hereof and supersede any and all

previous agreements and understandings, oral or written, relating to the subject matter

hereof. Except as provided in Section 3.01, this Agreement shall become effective when

it shall have been executed by the Administrative Agent and when the Administrative

Agent shall have received counterparts hereof that, when taken together, bear the signatures

of each of the other parties hereto. Delivery of an executed counterpart of a signature page

of this Agreement by facsimile shall be effective as delivery of a manually executed

counterpart of this Agreement.

(b)

Electronic Execution of Assignments. The words “execution,” “signed,”

“signature,” and words of like import in any Loan Document shall be deemed to include

electronic signatures or the keeping of records in electronic form, each of which shall be

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of the same legal effect, validity or enforceability as a manually executed signature or the

use of a paper-based recordkeeping system, as the case may be, to the extent and as

provided for in any applicable law, including the Federal Electronic Signatures in Global

and National Commerce Act, the New York State Electronic Signatures and Records Act,

or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9.18.

Jurisdiction; Waiver of Venue; Service of Process; Waiver of Jury

Trial.

(a)

Submission to Jurisdiction.Each party hereto hereby irrevocably and

unconditionally submits, for itself and its property, to the exclusive jurisdiction of the

Supreme Court of the State of New York sitting in New York County and of the United

States District Court of the Southern District of New York, and any appellate court from

any thereof, in any action or proceeding arising out of or relating to this Agreement or any

other Loan Document, or for recognition or enforcement of any judgment, and each of the

parties hereto irrevocably and unconditionally agrees that all claims in respect of any such

action or proceeding may be heard and determined in such New York State court or, to the

fullest extent permitted by applicable law, in such federal court. Each of the parties hereto

agrees that a final judgment in any such action or proceeding shall be conclusive and may

be enforced in other jurisdictions by suit on the judgment or in any other manner provided

by law. Nothing in this Agreement or in any other Loan Document shall affect any right

that the Administrative Agent or any Lender may otherwise have to bring any action or

proceeding relating to this Agreement or any other Loan Document against the Borrower

or its properties in the courts of any jurisdiction.

(b)

Waiver of Venue. The Borrower irrevocably and unconditionally waives,

to the fullest extent permitted by applicable law, any objection that it may now or hereafter

have to the laying of venue of any action or proceeding arising out of or relating to this

Agreement or any other Loan Document in any court referred to in paragraph (a) of this

Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent

permitted by applicable law, the defense of an inconvenient forum to the maintenance of

such action or proceeding in any such court.

(c)

Service of Process. Each party hereto irrevocably consents to service of

process in the manner provided for notices in Section 9.01. Nothing in this Agreement will

affect the right of any party hereto to serve process in any other manner permitted by

applicable law.

(d)

WaiverofJuryTrial.

EACH

PARTY

HERETO

HEREBY

IRREVOCABLYWAIVES,TOTHEFULLESTEXTENTPERMITTEDBY

APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY

LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR

RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE

TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED

ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO

(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY

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OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT

SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO

ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND

THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS

AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER

THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.19.

Independence of Covenants. All covenants under this Agreement

and the other Loan Documents shall be given independent effect so that if a particular action or

condition is not permitted by any such covenant, the fact that it would be permitted by an exception

to, or would be otherwise allowed by, another covenant shall not avoid the occurrence of a Default

if such action is taken or such condition exists.

SECTION 9.20.

Concerning Certificates. All certificates required hereunder to be

delivered by the Borrower, any Guarantor or any Subsidiary and that are required to be executed

or certified by the chief financial officer or any other authorized officer of the Borrower, any

Guarantor or any Subsidiary shall be executed or certified by such officer in such capacity solely

on behalf of the entity for whom he is acting, and not in any individual capacity; provided that

nothing in the foregoing shall be deemed as a limitation on liability of any officer for any acts of

willful misconduct, fraud, intentional misrepresentation or dishonesty in connection with such

execution or certification.

SECTION 9.21.

Patriot Act Notice. Each Lender and the Administrative Agent (the

Administrative Agent for itself and not on behalf of any Lender) hereby notifies each Loan Party

that pursuant to the requirements of the Patriot Act it is required to obtain, verify and record

information that identifies such Loan Party, which information includes the name and address of

such Loan Party and other information that will allow such Lender or the Administrative Agent,

as applicable, to identify such Loan Party in accordance with such Patriot Act.

SECTION 9.22.

No Fiduciary Relationship. The Borrower, on behalf of itself and

its subsidiaries, agrees that in connection with all aspects of the transactions contemplated hereby

and any communications in connection therewith, the Borrower, the Subsidiaries and their

Affiliates, on the one hand, and the Administrative Agent, the Lenders, and their Affiliates, on the

other hand, will have a business relationship that does not create, by implication or otherwise, any

fiduciary duty on the part of the Administrative Agent, the Lenders, or their Affiliates, and no such

duty will be deemed to have arisen in connection with any such transactions or communications.

The Administrative Agent, each Lender and their Affiliates may have economic interests that

conflict with those of the Loan Parties, their stockholders and/or their affiliates.

SECTION 9.23.

Acknowledgment and Consent to Bail-In of Affected Financial

Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other

agreement, arrangement or understanding among any such parties, each party hereto acknowledges

that any liability of any Affected Financial Institution arising under any Loan Document, to the

extent such liability is unsecured, may be subject to the write-down and conversion powers of the

applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be

bound by:

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(a)

the application of any Write-Down and Conversion Powers by the

applicable Resolution Authority to any such liabilities arising hereunder which may be

payable to it by any party hereto that is an Affected Financial Institution; and

(b)

applicable:

the

effects of any Bail-in Action on any such liability, including, if

(i)

a reduction in full or in part or cancellation of any such liability;

(ii)

instruments

a conversion of all, or a portion of, such liability into shares or other

of ownership in such Affected Financial Institution, its parent

undertaking, or a bridge institution that may be issued to it or otherwise conferred

on it, and that such shares or other instruments of ownership will be accepted by it

in lieu of any rights with respect to any such liability under this Agreement or any

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